2026 Deals Deep Dive

Deals Deep Dive

2026

Financial Management Association of Australia

Australia’s leading body connecting students to financial services, asset management, management consulting, professional and corporate sponsors.

Editor Stephanie La | IT Director, FMAA Sydney

Contents Introduction ..................................................................................................... 4 Investment Banking Overview .................................................................... 5 Deal Types ........................................................................................................ 7 Overviews & Transaction Trends Industry Groups ........................................................................................... 11 Consumer Retail .................................................................................... 12 Healthcare .............................................................................................. 15 TMT .......................................................................................................... 19 General Industrials ................................................................................ 23 Financial Institutions Group ............................................................... 27 Infrastructure ......................................................................................... 31 Natural Resources ................................................................................. 35 Real Estate .............................................................................................. 39 Energy ...................................................................................................... 43 Product Groups ............................................................................................ 47 Mergers & Acquisitions (M&A) ........................................................... 48 Equity Capital Markets (ECM) ............................................................. 52 Debt Capital Markets (DCM) ............................................................... 56 Leveraged Finance (LevFin) ................................................................. 60 Financial Sponsors Group (FSG) ......................................................... 64 Restructuring ........................................................................................... 67 Deal Processes .............................................................................................. 71 Deal Structures ............................................................................................. 83 Deal Considerations .............................................................................. 87 The Dealbook ................................................................................................ 90 Our 2026 Sponsors ................................................................................... 131

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Introduction Despite geopolitical instability, shifting trade policies and broader macroeconomic uncertainty, global M&A activity has remained resilient throughout 2026. Following the recovery that gathered pace in late 2025, dealmakers have approached the year with greater confidence, supported by more stable financing markets, abundant private capital, available debt funding and ongoing demand for high-quality assets. Although buyers have remained disciplined in pricing and execution, transaction activity has been underpinned by strategic shifts toward technology and AI-related investment, energy transition opportunities, portfolio optimisation and increasing public-to-private activity as investors seek alternative ownership structures.

In Australia, M&A activity has reflected these global dynamics while remaining influenced by domestic economic conditions and regulatory reform. Competition for attractive assets has remained strong, particularly in the resources, energy, infrastructure, technology and financial services sectors. The resources sector has remained a key source of activity, driven by enduring domestic and international investor demand for gold and critical minerals, with Gold Fields' acquisition of Gold Road Resources highlighting the continued attractiveness of Australian mining assets. Activity in the technology sector has also remained strong, as demonstrated by CoStar's acquisition of Domain. Public M&A has increasingly featured foreign bidders, and greater execution complexity amid an evolving regulatory landscape.

Overall, the Australian M&A market has continued to demonstrate resilience and adaptability during 2026. While regulatory approvals and compliance requirements continue to add complexity and transaction costs, Australia remains an attractive destination for investment, supported by a relatively strong economic backdrop, well-developed capital markets and a globally significant resource base.

The Dealbook (from page 90 onwards) covers 40+ major Australian investment banking transactions across M&A, capital markets and private equity by our sponsors.

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Investment Banking Investment banking is a critical component of the financial system, helping companies, governments and institutions raise capital, execute strategic transactions and manage complex financial decisions. Unlike traditional banking, which focuses on deposits and lending to individuals and businesses, investment banks act as advisors and intermediaries in major corporate events such as mergers and acquisitions, initial public offerings, debt raisings and restructurings. Through these activities, investment banks facilitate capital allocation, enabling companies to grow, expand and adapt within a constantly evolving global economy.

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Overview Investment Banking Investment Banks exist to provide high quality advice to large multinational institutions, governments and individuals to meet their clients’ financial goals. Traditionally, investment banks differ from commercial banks in that they do not engage in retail deposits or lending services.

However, some investment banks do interrelate with commercial banks to form a multi-industry company. Although investment banks deliver a diverse range of financial products, some areas of focus include mergers and acquisitions, capital raising, sales and trading, investment management and investment research.

Mergers and Acquisitions Mergers and Acquisitions advisory is concerned with the provision of advice on transactions that may alter the ownership structure of a client’s organisation. Although the terms “mergers” and “acquisitions” are generally referenced together, they are different concepts. A merger occurs when two firms combine to create a single, new firm; and an acquisition involves one entity (the acquirer) purchasing another entity (the target). Providing such advice is only possible once certain processes are completed, such as valuation (generating a value for the target to ensure that the acquirer pays the optimum price for the company), due diligence (analysing the possibility of factors that may impact the acquisition and thus alter the target’s value) and third party negotiation with opposing advisors and lawyers.

Capital Raising The Capital Raising and Mergers and Acquisitions advisory divisions work closely together when acquiring a company, which requires clients to raise additional capital to fund the transaction.

Investment banks raise capital from two markets: the equity capital market (ECM) and the debt capital market (DCM). In the ECM, capital can be generated via initial public offerings, dividend reinvestments plans and rights issues. On the other hand, DCM allows capital to be raised using methods such as bond issuance, notes and commercial paper.

Investment banks may also raise capital through a method called security underwriting. This involves investment banks acting as an intermediary between the client and investors, by purchasing their client’s newly issued securities and selling it to investors at a higher price.

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Deal Types Deal types are the different categories of transactions that investment banks advise on, each tailored to a company's financial goals. Investment banks advise on a wide range of deal types, helping companies raise capital, pursue growth, optimise ownership, and maximise shareholder value.

Merger Acquisition Buyout Initial Public Offering (IPO) Divestment / Asset Sale Capital Raising Carve Out Demerger / Spin-Off Takeover Defence

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Deal Types Merger A merger is when two companies combine to form one entity, where shareholders from both sides generally retain ownership in the newly combined company. Companies may seek to merge with another to gain scale, realise the cost of operational efficiencies, enter a new market and strengthen their competitive position. Such deals usually do not involve cash payment but are made using shares. They are presented as a combination of relatively equal companies, although one of them is larger than the other. Investment banks assess whether the deal makes strategic sense, value each business, and determine a fair exchange ratio. They also model the financial impact of the transaction, negotiate governance and management arrangements, coordinate the process of thoroughly checking each company's financial, legal, and operational information for risks, and oversee the process through to completion.

Acquisition An acquisition occurs when a company takes control of another company through a negotiated deal/ takeover offer. These transactions can be funded with cash, shares, or a combination of both. Reasons companies pursue acquisitions include accelerating growth, entering new markets, gaining new capabilities, increasing market share, or realising cost and operational savings. Banks can advise either side of the transaction. On the buy-side, they help identify suitable targets, determine valuation, arrange financing, and manage due diligence. On the sell-side, they aim to maximise the sale price by approaching multiple potential buyers and creating competitive tension.

In both cases, banks are responsible for valuation, negotiation, and securing the necessary approvals.

Buyout A buyout refers to an acquisition led by a financial sponsor, typically a private equity firm, rather than a strategic. These deals are commonly financed using a combination of the sponsor's own equity and borrowed debt, which is why they are referred to as leveraged buyouts (LBOs). By using leverage, the sponsor can acquire larger businesses and potentially enhance equity returns without committing as much of its own capital. Banks support private equity firms by sourcing investment opportunities, valuing targets, thoroughly reviewing the target's financial, legal, and operational records to check for risks before the deal goes ahead, and arranging debt financing through other banks, institutional investors, or private credit funds. They also advise on taking public companies private, bolt-on acquisitions, and eventual exit strategies. The sponsor's strategy generally focuses on improving operations, growing earnings, and selling the business later at a higher valuation multiple.

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Deal Types Initial Public Offering (IPO) An IPO is the process through which a company offers shares to the public for the first time and lists on a stock exchange. Companies undertake IPOs to raise capital for growth, provide liquidity to founders and existing shareholders, raise their public profile, and create a listed equity currency that can be used for future acquisitions. Investment banks act as joint lead managers and often as underwriters. This means they commit to purchasing any shares that investors do not take up.

They assist with prospectus preparation and valuation, where the company is presented to institutional investors to gauge demand. Based on that demand, the banks help determine the final offer price and share allocation.

Divestment / Asset Sale A divestment is the sale of a subsidiary, business division, or specific asset. Companies pursue divestments to sharpen their strategic focus, reduce debt, raise capital, or exit non-core or underperforming activities. Banks manage the sale process on behalf of the seller, preparing marketing materials, identifying potential buyers, overseeing the buyer's review of the target's records and operations, and negotiating terms. A structured auction process is often used to generate competition among buyers and maximise the sale price. The overall objective is to achieve the best possible financial outcome through an efficient sale process.

Capital Raising A capital raising is a transaction in which an already listed company raises additional funds from investors. Companies raise capital to fund acquisitions, support expansion, strengthen the balance sheet, refinance debt, or provide working capital. Common structures include institutional placements, rights issues, and entitlement offers. Banks advise on the size, structure, timing, and pricing of the raise, market the transaction to investors, and run the processes to assess demand.

Banks frequently underwrite the raise as well, guaranteeing that the company will receive the required funds.

Carve-Out A carve-out involves separating a business, division, or asset from a larger corporate group, either to be sold or to operate independently. Carve-outs are typically more complex than standard divestments, since the business being separated often shares systems, staff, or contracts with the rest of the group, which must first be disentangled.

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Deal Types Banks further help define exactly what is being separated, they value the business, and identify potential buyers. They also advise on separation arrangements such as transitional service agreements, which allow the carved-out business to continue operating using the parent company's systems or infrastructure for a limited period after the deal.

Demerger / Spin-Off A demerger, or spin-off, involves separating part of a company into a standalone business, with ownership distributed to existing shareholders rather than sold to a third party. Unlike a sale, shareholders retain an interest in both companies following the separation. Companies pursue demergers when they believe the separated businesses can create more value operating independently than as part of a larger group. Banks advise on whether the separation is likely to create value, assist with valuation and capital structure, and help each business articulate its strategy to investors so it is prepared to operate and be independently valued.

Takeover Defence Takeover defence refers to the strategies a target company employs in response to an unsolicited or hostile takeover proposal. The objective is not necessarily to remain independent, but to maximise shareholder value, whether through rejecting an inadequate offer, negotiating a higher price, or attracting competing bidders. Banks advise the target company's board by assessing the company's standalone value, evaluating the adequacy of the bidder's proposal, and helping identify alternative buyers to create competitive tension where appropriate. They also support the board in communicating its recommendation to shareholders and the market.

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Industry Groups Industry groups are specialised investment banking teams that focus on specific sectors, providing clients with deep industry knowledge and tailored strategic advice. These teams advise companies on transactions by leveraging sector expertise, market trends, and industry-specific valuation considerations to identify opportunities and execute deals.

Consumer Retail Healthcare Technology, Media, and Telecommunications Industrials Financial Institutions Group Infrastructure Natural Resources Real Estate Energy

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Consumer Retail In 2026, Australia’s retail economy is valued at ~$444 billion, with $38.6 billion in retail spending recorded in January, representing a 5% y/y increase, underscoring the sector’s scale and enduring relevance to the broader economy. The combination of defensive consumer staples, cyclical consumer discretionary businesses, and the evolving retail distribution landscape creates a broad range of acquisition and investment opportunities.

Subverticals 1.1 Consumer Staples These companies make products that an everyday consumer uses regularly regardless of the economic environment. Woolworths Group and Coles Group are among Australia’s largest listed consumer staples companies, reflecting the scale and concentration of Australia’s grocery market.

Many consumer staples businesses operate in fast-moving consumer goods (FMCG), including food, beverages and household products. Accordingly, when analysing companies in this vertical, investors focus on brand strength, pricing power, recurring consumer demand, like-for-like sales growth, store network expansion, market share, and free cash flow generation..

1.2 Consumer Discretionary These firms produce goods that consumers want but don’t necessarily need, such as luxury goods.

Given consumer discretionary businesses are highly economically sensitive, performance is closely linked to consumer confidence, disposable income and household balance sheets.

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Consumer Retail The performance of consumer discretionary companies is closely tied to the health of Australian household finances, where, in the midst of a recovering consumer backdrop over 2025, the S&P/ASX 200 Consumer Discretionary Index (ASX: XDJ) increased 1.77% and produced total returns of 4.09%, a modest result compared to other sectors.

A key driver of the sector’s performance has been the RBA’s monetary policy cycle, where the Reserve Bank of Australia (RBA) last hiked interest rates in May-26, raising the official cash rate by 25 basis points to 4.35% following prior consecutive hikes in February and March. General Atlantic’s investment in Australian charcoal chicken chain El Jannah highlights global investor appetite for scalable consumer brands with strong brand equity and expansion potential. The transaction provides growth capital to support El Jannah’s national and international expansion, reflecting broader private equity interest in differentiated Australian consumer businesses.

1.3 Retail Retail companies act as distributors for consumer staples and discretionary businesses, and their success is heavily dependent on their locations, store efficiency, inventory management, and margins. Offline retailers are increasingly moving online; however, pure-play e-commerce businesses may instead be classified within consumer internet or TMT. EV/EBITDAR remains a commonly referenced valuation metric in Australian retail, particularly for lease-intensive businesses, as it adjusts for rental costs and improves comparability between retailers with different property ownership and leasing structures. However, following the adoption of AASB 16, which brought most operating leases onto the balance sheet, analysts increasingly rely on a combination of EV/EBITDA, lease-adjusted metrics and other sector-specific measures when valuing retailers.

Transaction Trends 2.1 Inflation Driving Retail Restructuring and Distressed M&A Australian retail is being squeezed from both directions at once, with rising costs on one side and softening consumer demand on the other. The Fair Work Commission’s decision to lift minimum and award wages by 4.75% has added directly to labour costs, at a time when 72% of retail businesses report being negatively affected by fuel prices. On the demand side, discretionary spending growth is forecast to slow sharply, with Deloitte Economics expecting a softening from 2.5% in the year to December 2025 to just 0.7% in the year to December 2026, as elevated inflation, higher interest rates, and rising essential costs leave households with less room to spend on non-essential retail.

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Consumer Retail That combination is now translating into a sharp rise in insolvency and restructuring activity through 2026. The wind-down of Glue Store illustrates how this pressure is playing out even within well-capitalised retail groups, where the 27-year-old fashion chain recorded an EBIT loss of $8.4 million in the first half of FY26, prompting Accent to close or transition all 16 remaining stores by the end of the fourth quarter, redirecting focus toward its stronger-performing brands and the pursuit of growth opportunities. This squeeze is expected to keep driving restructuring activity, creating opportunities for well-capitalised buyers to acquire distressed assets as weaker operators are forced to exit the market.

2.2 International Buyers Targeting Premium Australian Consumer Brands While parts of the domestic retail sector are under strain, a different story is playing out at the premium end of the market, where Australian consumer brands continue to draw significant offshore acquisition interest. Global strategics are increasingly willing to pay up for scaled, community-driven brands with genuine export potential, rather than limiting their search to domestic scale plays.

Hong Kong-based DBG Group’s acquisition of Australian beauty brand MCoBeauty, valued at approximately $1.5 billion, is a recent example of this pattern, and it follows a run of earlier landmark deals, including L’Oréal’s acquisition of Aesop, that together point to a sustained, rather than one-off, trend. This is part of a broader shift toward international buyers who are targeting quality Australian consumer businesses specifically for their brand strength and export readiness, rather than simply for a foothold in the domestic market.

2.3 The Rise of Wellness Furthermore, Australia’s wellness economy has become large enough to command sustained investor attention in its own right. According to the Global Wellness Institute, Australia’s wellness economy expanded at an average annual rate of 7.5% between 2019 and 2023, accelerating with 10.9% growth in 2023 to reach approximately $190 billion. This scale positions Australia as one of the largest wellness markets in the Asia-Pacific region and has attracted increasing interest from strategic acquirers and private equity investors seeking exposure to high-growth, brand-led consumer businesses.

Capstone Partners’ beauty M&A coverage notes that global acquirers are placing increasing value on brands with clean beauty and wellness positioning, particularly where a deal helps establish local market presence and deepen customer relationships, highlighting that wellness-led consumer brands are being priced as strategic assets rather than niche plays.

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Healthcare As one of Australia's largest industries, healthcare continues to benefit from long-term structural growth drivers, including population ageing, rising healthcare expenditure, technological innovation and the increasing prevalence of chronic disease. Australia's total health expenditure reached $270.5 billion in 2023–24, or 10.1% of GDP, underscoring the sector's economic significance and investment appeal. Combined with a diverse mix of public and private providers, this continues to create attractive opportunities for strategic acquisitions and private equity investment across multiple healthcare sub-verticals.

Subverticals 3.1 Pharmaceuticals Pharmaceutical companies develop or acquire drugs, patent-protect them and then commercialise them globally, generating revenue from branded products before facing generic competition at patent expiry. These businesses are typically valued on a sum-of-the-parts DCF basis, where each commercial product gets its own DCF and pipeline assets get probability-weighted valuations, with these pieces then summing to enterprise value. The defining analytical challenge of these companies is the patent cliff, which refers to how every branded drug has a known expiration date, after which branded products often experience revenue declines of 80-90% as generic competition enters. Given the scale, distribution networks and regulatory expertise are required to commercialise globally, and thus big pharma companies remain the dominant acquirer.

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Healthcare 3.2 Biotechnology Biotechnology businesses undertake pipeline R&D that is often pre-revenue, aiming to prove a drug candidate's safety and efficacy through successive clinical trial phases. Their defining characteristic is pipeline dependency, with clinical-stage biotechs deriving most of their value from unapproved drugs. Financial statements are effectively inverted, as rising R&D spending and widening losses often signal progress. Valuation therefore relies on risk-adjusted net present value (rNPV), which weights each pipeline asset by its probability of success, as traditional DCF cannot capture the binary risk of clinical outcomes. Consequently, buyers are typically strategic pharmaceutical companies seeking to replenish their drug pipelines.

3.3 Medical Devices Medical devices and healthcare equipment businesses follow a razor/blade model, where companies sell instruments or capital equipment (the “razor”) at moderate margins, then generate decades of high-margin consumable and service revenue (the “blades”). More mature businesses are typically valued on EV/EBITDA multiples, while high-growth device companies may trade on EV/Revenue, with procedure volume growth and average selling price (ASP) trends the key indicators of underlying demand and pricing power. The combination of durable equipment placements and recurring consumables attracts both strategic acquirers and private equity buyers.

3.4 Healthcare Services Healthcare services remain one of the most active healthcare subsectors for private equity investment, driven by highly fragmented provider markets. These businesses generate revenue from patient volume multiplied by reimbursement rates, net of labour costs, which typically represent the largest input. Valuation is based on adjusted EBITDA multiples, with payer mix and same-store (like-for-like clinic or facility) growth the key metrics used to assess earnings quality.

Many provider markets remain highly fragmented, and private equity is the dominant buyer pursuing roll-up strategies, alongside strategic operators seeking scale.

3.5 Life Sciences Life sciences tools businesses supply the instruments and services that underpin pharmaceutical and biotech R&D rather than treating patients directly. These businesses command premium EV/EBITDA multiples, supported by recurring consumables revenue, with the book-to-bill ratio and organic growth key indicators of demand. High-quality businesses often trade in the mid-teens to above 20x EBITDA, depending on growth, recurring revenue and end-market exposure. Both strategic buyers and private equity sponsors are active acquirers, attracted by exposure to the life sciences research cycle without direct clinical or reimbursement risk.

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Healthcare Transaction Trends 4.1 Consolidation Across Fragmented Healthcare Services Healthcare services have remained a busy segment of Australian M&A, with providers turning to acquisitions as a faster route to scale than organic growth amid workforce shortages and rising operating costs. This pressure has been most significant in hospitals and specialist medical services, where consolidation has reshaped ownership across parts of the sector.

The clearest illustration is the restructuring of Healthscope, Australia’s second-largest private hospital operator, which entered receivership in May 2025. Receiver McGrath Nicol pursued a staged divestment process, with Ramsay Health Care, Calvary Health Care and Mater among the successful buyers of individual hospitals by late 2025, highlighting how distressed asset sales have accelerated consolidation. Consolidation has also continued across mid-market healthcare services and equipment, with Quadrant Private Equity acquiring Carlisle Health in August 2025 to scale the platform.

The primary drivers behind this activity remain Australia’s ageing population and rising prevalence of chronic disease, expanding demand for healthcare services. At the same time, providers face sustained wage pressure, with the Fair Work Commission’s Aged Care Work Value Case driving award wage increases across March and October 2025, with a further round due in August 2026.

Consolidation in aged care is intensifying as smaller providers exit the market under rising compliance obligations, operating costs and workforce shortages.

4.2 Digital Health & Healthcare Technology Attracting Investment Digital transformation continues to influence healthcare delivery, with providers adopting software to manage rising compliance demands and workforce shortages, while investors target businesses with recurring revenue. Telstra Health illustrates both sides of this trend. In August 2025, the Australian Digital Health Agency awarded Telstra a $33.2 million contract to transform the My Health Record system by rebuilding its data architecture around the FHIR interoperability standard. Telstra Health later divested its Kyra patient flow business to ASX-listed Alcidion in May 2026 for $3 million, highlighting how digital health operators are rationalising portfolios around core platforms while specialists use carve-outs to strengthen niche market positions.

A key driver supporting investment in digital healthcare is government-mandated compliance. The Aged Care Act 2024 (Cth) increased documentation and assessment requirements across residential aged care, accelerating demand for centralised digital systems. Government investment in digital health infrastructure, including the ADHA’s $33.2 million My Health Record contract, further supports continued digital transformation across the sector.

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Healthcare 4.3 Institutional Capital Is Moving into Healthcare Assets Large-scale institutional and offshore capital is increasingly targeting Australian healthcare assets, rather than being led solely by domestic operators and mid-market private equity. The proposed sale of Estia Health to Stonepeak and a co-investor, reportedly valued at around $2.5 billion, demonstrates continued appetite from global infrastructure investors for scaled Australian aged care assets. A similar deal occurred in 2024, where Pacific Equity Partners, one of Australia’s largest private equity firms, agreed to acquire a 50% stake, Australia’s largest residential aged care provider, in a deal reportedly valued at over $2 billion. Together, these transactions demonstrate growing institutional conviction that scaled aged care platforms offer resilient, long-duration cash flows supported by favourable demographic trends.

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TMT As of 2026, the Technology, Media and Telecommunications (TMT) sector remains a key driver of global digital transformation, encompassing companies that create, distribute, and enable digital content, connectivity, and infrastructure. The convergence of TMT has created significant strategic importance, as technology platforms increasingly integrate content, networks, and infrastructure capabilities. The sector provides a broad range of acquisition and investment opportunities, with technology representing the largest component, accounting for approximately 84% of global TMT deal volumes and 72–76% of total deal value.

Subverticals 5.1 Technology Enterprise Software companies sell software to businesses, including SaaS platforms, cybersecurity solutions, and enterprise resource planning systems. Software deals primarily consist of mergers and acquisitions, venture capital and strategic partnerships, with a focus on securing recurring revenue models valued on revenue multiples and growth rates. Major software companies listed on the ASX include Xero (SaaS Accounting), WiseTech Global (Supply chain SaaS) and TechnologyOne (Enterprise ERP).

IT service companies operating in the TMT sector – consulting firms, systems integrators, and managed service providers – provide specialised digital, consulting and operational services to software publishers, internet platforms, broadcasting networks, and telecom carriers.

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TMT Digital infrastructure comprises the hardware, software, networks and data systems that support all digital communication services. Digital infrastructure companies can be separated into three main categories: data centre companies build, own, and operate physical data facilities; telecommunication firms provide the connectivity and physical structures required for data transmission, and cloud computing companies provide virtual infrastructure for businesses to store information over the internet.

5.2 Media The media vertical is the most diverse component of the TMT sector, spanning six key subverticals: audio, publishing & news, streaming & content production, gaming, advertising, and sports & live entertainment. Streaming video has emerged as a fast-growing segment, with the Australian video streaming market projected to reach approximately US$10.4 billion (A$16 billion) by 2030, driven by SVOD, AVOD and TVOD adoption.

Audio has similarly shifted towards streaming platforms such as Spotify, Apple Music and YouTube Music, transforming revenue models from physical sales and downloads to recurring subscriptions.

Gaming, which generated approximately US$197 billion (A$303 billion) in global revenue in 2025, has also moved towards recurring monetisation through in-game purchases, subscriptions and liveservice offerings. As a result, TMT investors increasingly focus on recurring revenue, user engagement and platform scalability.

Digital advertising companies generate revenue through programmatic advertising, search, social media and retail media channels, while declining traditional print advertising has accelerated the shift towards digital subscriptions and sector consolidation. Sports and live entertainment activity is increasingly centred on broadcast rights, streaming distribution and advertiser demand, with businesses valued on audience reach, engagement and monetisation potential.

5.3 Telecommunications The telecommunications sub-vertical is the most capital-intensive sector of TMT, with carriers spending 15-20% of revenue on network infrastructure. Wireless carriers, tower companies, cable and broadband operators and fibre companies work together to deliver connectivity across mobile and fixed networks, generating subscription-based recurring revenues.

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TMT Transaction Trends 6.1 Requirement for AI The Australian TMT sector is entering a period of accelerated investment, driven by growing demand for artificial intelligence infrastructure and increasingly complex digital workloads. In Australia and New Zealand, a gap is emerging between infrastructure investment and revenue generation, pushing investors towards assets that can support high capital expenditure while delivering stable cash flows. ABS reported that IT firms’ investment in machinery and equipment, including routers, cooling systems and servers used for data centres, doubled to $2.8 billion in the September 2025 quarter.

This expansion creates pressure across supporting infrastructure markets, namely energy and water supply, as data centres require significant resources to operate at scale. This trend was seen in the December 2025 OpenAI x NEXTDC deal, where NEXTDC signed an MoU with OpenAI to position Australia as a regional infrastructure partner under the OpenAI for Countries program.

Looking ahead, AI infrastructure growth is expected to drive further transaction activity across data centres, renewable energy and related infrastructure assets. As data centre energy demand rises, access to reliable power sources will become an increasingly important consideration for investors evaluating digital infrastructure opportunities.

6.2 Consolidation of the Media Industry A major trend shaping the media industry is consolidation across both traditional broadcasting and digital streaming platforms, as companies compete to capture, monetise and extend consumer attention across fragmented audiences. While global streaming platforms such as Netflix and Disney+ have largely achieved geographic scale, the next phase of competition will centre on platform consolidation, advertising monetisation and content ownership. This shift is also occurring across Australia’s media landscape, where television and radio operators are pursuing greater scale to offset declining traditional advertising revenues and compete with global digital platforms.

This played out in the July 2026 $5.3 billion deal between Nine Entertainment and Foxtel and the NRL, which reflected the growing importance of combining broadcast reach with streaming distribution. The agreement allows Foxtel to retain pay-TV and streaming rights to televise all NRL games, while Channel Nine retains exclusive rights to the NRL Grand Final and free-to-air coverage of three weekly matches.

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TMT Similarly, consolidation across Australian radio and television assets highlights the need for media companies to achieve greater scale, strengthen content libraries and improve advertising efficiency.

For buyers, consolidation provides access to larger audiences and more valuable advertising inventory, including targeted digital capabilities unavailable through traditional broadcast models.

Meanwhile, sellers face subscriber churn and declining linear television engagement, with consumers increasingly shifting towards lower-cost, ad-supported platforms. As competition intensifies, media companies must consolidate platforms, content and distribution channels to remain relevant in an increasingly fragmented market.

6.3 Delayering of the Telecommunications Industry Another trend shaping Australian telecommunications is delayering, the process of splitting vertically integrated telecom companies into three financially independent layers: NetCo (Infrastructure), ServCo (customer experience/retail), and TowerCo (towers/masts). This trend represents an industry-wide shift towards digital platforms, as layered architecture allows telcos to free capital from asset-heavy networks.

This trend is exemplified through Vocus’ $5.25 billion acquisition of TPG Telecom Enterprise, Government and Wholesale, completed in July 2025. The deal combined Vocus' national footprint with TPG's fixed infrastructure, leaving Vocus operating over 50,000km of owned fibre while TPG transitioned to a mobile-led model.

A key financial incentive of this transaction was TPG’s need to turn its capital-heavy assets, which are currently experiencing a ROIC crisis in Australia, into a predictable operating expense as TPG entered a 15-year master wholesale agreement to lease network access back from Vocus for $130 million annually.

For infrastructure buyers like Vocus, delayering matters because buyers are able to secure predictable long-term revenue, as evidenced by TPG’s 15-year agreement. For traditional telcos, delayering offers a strategic way to offload physical assets and free up capital, which will only become more prevalent as companies converge with the AI infrastructure boom.

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Industrials Industrials is the coverage group for the physical economy, encompassing companies that manufacture machinery and materials, transport goods, and provide the services and equipment that other businesses depend on. These businesses primarily serve corporate enterprises and governments rather than consumers. The sector includes transport operators such as Qube and Aurizon, and mining services and equipment providers. The sector attracts a balanced mix of strategic acquirers and financial sponsors, with private equity accounting for approximately 42% of global industrial M&A capital in the first half of 2025, reflecting the breadth of acquisition opportunities across the industry.

Subverticals 7.1 Aerospace, Defence and Government Services Aerospace, Defence and Government Services companies design, manufacture and support aircraft, defence systems, government technology, and mission-critical services for military and public sector customers. Long-cycle government contracts and multi-year backlogs provide strong revenue visibility, contributing to relatively defensive earnings and EV/EBITDA trading multiples of approximately 11–16x globally. EV/EBITDA and discounted cash flow methodologies are used, with particular emphasis placed on contract backlog, revenue visibility and margin sustainability.

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Industrials 7.2 Capital Goods, Machinery and Mining services Capital goods, machinery and mining services comprise the most cyclical segment of the industrials sector, with earnings closely linked to capital expenditure cycles. In Australia, this is most evident in mining services businesses, where revenues are driven by investment from major resource producers. Diversified industrial groups are often valued on a sum-of-the-parts basis, while businesses with significant aftermarket exposure, including spare parts and servicing, typically command higher EV/EBITDA multiples due to their more recurring revenue profiles. Building products and construction materials companies supply the residential, commercial and infrastructure construction pipeline. Given the high transportation costs associated with heavy materials, assets such as quarries and cement plants often benefit from strong local market positions, supporting resilient margins and valuation multiples despite cyclical construction demand.

7.3 Transport and Logistics Transport and logistics businesses range from asset-heavy rail infrastructure operators to assetlight freight and logistics providers, with valuations reflecting differences in capital intensity, revenue visibility and operating leverage. Business and industrial services companies provide outsourced maintenance, engineering and essential services under long-term contracts, generating stable recurring revenues and making the sub-vertical attractive to private equity investors pursuing consolidation strategies. Environmental services businesses similarly benefit from contracted revenue streams and high barriers to entry, with scarce landfill permits and regulated waste infrastructure providing durable competitive advantages and supporting premium valuation multiples.

Transaction Trends 8.1 Consolidation in Australian Building Products A decade of housing undersupply and a record infrastructure pipeline have made Australia’s few integrated building-materials platforms scarce strategic assets, and in 2024 two of them left the ASX within a fortnight. Saint-Gobain completed its acquisition of CSR in July 2024 at a 33 per cent premium and 10.7 times consensus EBITDA before synergies, buying immediate leadership in plasterboard and lightweight construction. Days earlier, CRH and the Barro family closed their A$2.1 billion takeover of Adbri at A$3.20 per share, giving the Irish major control of cement and lime assets it had long coveted.

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Industrials Global majors can often justify higher valuations by capturing synergies unavailable to financial buyers, allowing them to compete more aggressively in auction processes. Acquiring established platforms is also faster than building organically, particularly in industries where transport costs make heavy materials businesses regional. For sellers, limited asset availability has supported control premiums, while each transaction reduces the listed universe and supports valuations for remaining companies. This interest is extending further down the value chain into distribution and lightweight products. With the housing shortage and infrastructure pipeline continuing into the 2030s, consolidation across Australian building materials is expected to remain an ongoing theme.

8.2 Increase in Sovereign Capability Defence has become one of the strongest structural growth themes within Industrials, supported

by AUKUS, rising geopolitical tensions and record defence spending. As governments commit to long-term capability investment, defence contractors are increasingly viewed as infrastructure-like assets, supported by multi-year government contracts and visible revenue streams. At the same time, national security considerations are shaping M&A activity, with foreign ownership of strategic defence assets facing greater regulatory scrutiny.

This trend is illustrated by Hanwha’s investment in Austal, where the Korean defence group increased its stake following government approval subject to conditions around sensitive information and governance. Investors are also targeting businesses further down the supply chain, with Arlington Capital’s acquisition of Eptec Defence highlighting growing appetite for recurring defence service providers. Looking ahead, continued AUKUS investment and Australia’s naval shipbuilding program are expected to support sustained transaction activity across the defence ecosystem, with regulatory considerations remaining a key factor in deal structures.

8.3 Rise of Decarbonisation Net-zero commitments, energy costs and the Safeguard Mechanism have turned emissions from a compliance issue into a deal thesis. Early activity was defensive, such as Aurizon’s purchase of One Rail to reduce coal-freight exposure, but capital has since shifted towards growth opportunities: KKR’s 2025 acquisition of Zenith Energy, which provides off-grid power solutions for remote mining operations, reflects global private capital targeting the infrastructure supporting industrial electrification.

Several structural trends continue to support transaction activity across the sector. Government initiatives, including the Future Made in Australia agenda and the $15 billion National Reconstruction Fund, are directing capital towards domestic manufacturing and clean energy, while rising electricity demand from mining decarbonisation and AI-driven data centres is accelerating energy infrastructure investment.

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Industrials Competition between corporates, private equity firms and infrastructure investors for transitionaligned assets is supporting valuations, while stricter ESG mandates are reducing appetite for carbon-intensive assets and encouraging owners to divest. Australia ranked among the world’s five largest renewables M&A markets, with approximately $42.5 billion of transactions in 2024, and continued electrification across mining and heavy industry is expected to drive investment over the coming decade.

The common thread: Australian industrial M&A is increasingly shaped by structural positioning.

Assets exposed to defence, transition infrastructure and contracted services are attracting stronger investor interest, while cyclical businesses remain dependent on earnings recovery and market conditions. This divergence is expected to remain a defining feature of industrial deal activity over the coming decade.

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FIG Financial Institution Groups (FIG) covers the companies whose product is money. Whilst most coverage groups advise businesses that make and sell physical things, FIG advises the firms that take other people's money and turn it into more money, with nothing physical in between. These firms are heavily regulated, run on borrowed money, and are valued through different metrics rather than standard ones such as EV/EBITDA. FIG split the sector into six sub-verticals.

Subverticals 9.1 Commerical Banking Commercial banking is where banks take in deposits, lend that money out, and earn the gap between the interest they charge borrowers and the interest they pay depositors, called the "spread" or net interest margin. Banks run by holding risky loans funded by deposits, so a bank is judged on loan quality, funding costs and whether it holds enough capital in reserve to overcome poor fluctuations. In Australia, this is dominated by the big 4 banks.

9.2 Insurance Insurance deals with transferring risk. Customers pay premiums so the insurer covers them if something goes wrong, and the insurer invests those premiums in the meantime. It splits into underwriters who carry the risk on their own books, and intermediaries (brokers and agencies) who merely arrange policies for a commission without ever bearing losses.

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Financial Institutions Group 9.3 Asset and Wealth Management Asset and wealth management firms hold and invest clients' money for a fee. Commonly, when looking at these firms, the focus is how much money they manage (funds under management), the fee percentage they charge, and whether new money is flowing in faster than it flows out. In Australia this vertical is supercharged by the roughly $4 trillion compulsory superannuation pool.

9.4 Specialty Finance Specialty finance covers non-bank lenders that operate in niches the big banks avoid such as mortgages, car loans, equipment leasing, and consumer credit. They run the same spread business as banks but fund themselves through wholesale markets and securitisation rather than deposits.

9.5 FinTech and Payments Fintech and payments are valued more closely to technology than it is to finance, making it different from the other sub-verticals. It covers payment processors, card networks, buy-now-paylater providers and digital banks, earning fees on transaction volume or software subscriptions rather than on a spread or float.

9.6 Exchanges and Market Infrastructure Exchanges and market infrastructure include stock and derivatives exchanges, clearing houses, and data providers such as the ASX, earning volume-based fees with very little credit risk, which is why they command high valuations.

Transaction Trends 10.1 Shift Toward Fee-Based Businesses The first trend is private capital is buying up Australia's fee-earning "distribution" businesses. The biggest theme in Australian FIG is a structural split now running through the whole sector, in which the capital-heavy side of finance, holding loans and insurance risk on your own books, is separating from the capital-light side, simply distributing or managing money for a fee. Private capital wants the light side, because those businesses earn steady, predictable fees without carrying the risk of losses. This is clear within wealth management, where the superannuation system results in these firms collecting on a pool of money that grows YoY.

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Financial Institutions Group The clearest example is CC Capital’s takeover of Insignia Financial, completed in April 2026. The New York firm and its partner acquired Australia’s largest diversified wealth group for $4.80 per share, valuing the business at approximately $3.9 billion. Insignia manages over $342 billion and owns the MLC brand, with CC Capital prevailing after a competitive process that attracted interest from Bain Capital and Brookfield. Similarly, Bain Capital agreed to acquire Perpetual’s wealth arm in early 2026, securing rights to retain the 139-year-old Perpetual name, while KKR and Commonwealth Bank launched a sale process for Colonial First State, targeting $5–6 billion for a business managing over $150 billion.

The same theme extends into insurance distribution, with Amwins and Dragoneer’s $7.7 billion approach for Steadfast Group targeting a fee-based insurance platform that earns commissions without taking underwriting risk. The broader trend reflects buyers seeking scalable, recurring fee income and sellers using strategic transactions to unlock value. These deals are increasingly focused on acquiring capabilities rather than simply increasing scale. For investors, the shift highlights the growing role of private ownership in managing Australia’s retirement savings.

10.2 Rise of Private Credit The second trend is the shift of lending from banks towards a growing private credit market.

Rather than private equity acquiring fee-based businesses, these transactions focus on ownership of the underlying loans. Banks have been divesting loan books and non-core lending arms, while private credit funds acquire these assets for stable income streams. Regulatory pressure is encouraging banks to simplify balance sheets and reduce capital tied to risk-weighted assets, while alternative investors seek long-duration lending opportunities.

One example is Westpac’s sale of its approximately $21.4 billion RAMS mortgage book to a consortium of Pepper Money, KKR and PIMCO in November 2025. The transaction allowed Westpac to exit a non-core brand while strengthening capital flexibility and expanding Pepper’s mortgage platform. Similarly, HSBC is progressing the sale of its $30 billion-plus Australian loan book to Blackstone’s private credit arm, while private credit managers continue to consolidate, including Regal Partners’ acquisition of Merricks Capital for $235 million and HMC Capital’s acquisition of Payton Capital for $127.5 million.

The broader trend is that banks are reducing exposure to lending they no longer prioritise, while private credit managers build scale through income-generating loan portfolios. These transactions provide banks with capital flexibility while giving buyers access to diversified lending assets and recurring income. The shift is changing ownership of Australian household and business debt, with the RBA estimating private credit already accounts for 11% of business lending.

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Financial Institutions Group 10.3 Consolidation of FinTech and Payments The third trend is that fintech and payments are shifting from disruption towards consolidation and capability acquisitions. While fintech companies were highly valued over the past decade, current deal activity reflects a maturing sector, with consolidation among businesses unable to reach profitability and a reopening IPO market for scaled players. Banks are increasingly acquiring fintech capabilities, with buyers targeting software and data rather than simply customers or financials.

A recent example is ASX-listed payments company Tyro’s acquisition of fintech start-up Thriday, completed in January 2026. Tyro, which processes payments for more than 76,000 merchants, acquired Thriday’s AI-powered platform combining invoicing, banking and tax administration for small businesses to expand its payments capabilities. This reflects a broader trend of incumbents acquiring technology layers rather than building them internally. Similarly, Airwallex, valued at around $12 billion, has acquired payment businesses across Asia to add local licences and accelerate global expansion.

Fintech valuations are driven by growth and transaction volumes rather than traditional banking metrics, making activity more dependent on technology cycles and public market sentiment.

Meanwhile, regulatory changes are reshaping the sector, with BNPL providers required to hold credit licences from June 2025, increasing compliance costs and encouraging smaller players to sell. As incumbents seek faster digital transformation and fintechs pursue scale, trade sales and IPOs will continue to shape the evolution of Australia’s digital finance landscape.

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Infrastructure Investor appetite across infrastructure has strengthened amid a volatile 2026 macro backdrop, with infrastructure delivering positive returns while broader equity markets declined. By 2024, unlisted infrastructure had become the largest private markets exposure for the median Australian super fund, surpassing listed equities and property.

Expected returns for unlisted infrastructure equity now exceed 13%, comparable to private equity with lower volatility. Australian super funds are also expanding offshore infrastructure investments, particularly in the US and UK, increasing competition for scarce domestic assets such as toll roads, ports, power grids and data centres. This competition is driving further funding, consolidation and capital-partnering activity across the sector.

Subverticals The Infrastructure coverage group advises on transactions involving the physical assets that underpin the economy, including toll roads, ports, power grids and data centres that move people, goods, energy and information. Infrastructure assets are characterised by long-duration, contracted or regulated cash flows, high barriers to entry, relatively inelastic demand and returns often linked to inflation. These characteristics attract industry superannuation funds, sovereign wealth funds and global investors, including Macquarie Asset Management, IFM Investors, Brookfield, KKR, Blackstone and BlackRock's Global Infrastructure Partners, which seek stable, defensive cash flows rather than the higher-risk returns pursued by traditional private equity.

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Infrastructure 11.1 Transport and Logistics Transport and Logistics Infrastructure covers the toll roads, ports, rail networks and integrated logistics platforms that move freight and people across the country. Assets here are typically valued on the durability of their concession or ownership structure, patronage and volume growth, and, for toll roads specifically, contractual toll escalators that provide a natural inflation hedge.

11.2 Digital Digital Infrastructure covers data centres and the physical backbone of the digital economy. It is currently the fastest-growing and most capital-hungry sub-vertical, as the shift to cloud computing and, more recently, the buildout of AI training and inference capacity, has turned data centre platforms from a niche real-asset play into one of the largest destinations for infrastructure capital globally.

11.3 Utilities and Network Utilities and Network Infrastructure covers regulated electricity and gas transmission and distribution networks: the poles, wires and pipelines that carry power and gas to homes and businesses under government-approved revenue frameworks. These assets tend to offer bondlike, regulator-approved returns with minimal exposure to volume or price risk, which makes them some of the most tightly held and keenly contested assets in the entire infrastructure universe.

Transaction Trends 12.1 AI Data Centre Supercycle The strongest factor reshaping Australian infrastructure dealmaking is the race to fund and secure data centre capacity for the AI era. AEMO expects data centre demand within the National Electricity Market to almost triple by 2030, creating significant funding requirements that cannot be met through equity alone.

NextDC highlights the financing side of this trend. Facing roughly 10x gross leverage, the company entered the debt market with an inaugural subordinated bond priced at a sub-investment-grade spread, positioning the issuance as a step towards obtaining a formal credit rating. This was followed by a $750 million wholesale notes offer and a further $1.8 billion of senior debt, increasing total available senior debt beyond $8 billion.

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Infrastructure The consolidation opportunity is emerging offshore, with Blue Owl Capital mandating Morgan Stanley and Deutsche Bank to auction Stack Infrastructure's Asia-Pacific data centre portfolio, spanning roughly 1,100 megawatts across Australia, Japan and Malaysia, at a valuation exceeding $30 billion. If completed, the transaction would represent the largest data centre deal in the region since AirTrunk's $24 billion sale.

The investment rationale is clear. Sellers such as Blue Owl can realise value created through years of investment at AI-era multiples, while buyers gain exposure to structural growth supported by contracted, investment-grade tenant cash flows. Debt investors are also gaining access to a growing data centre financing market, reflecting the sector’s expansion and leverage requirements.

Looking ahead, the key constraint is expected to shift from capital availability to power and land access. The Federal Government's 2026 expectations for data centre developers require new capacity to fund its own generation and firming and cover grid connection costs, meaning operators’ ability to secure power will increasingly determine scalability. This is expected to drive further consolidation into fewer, larger pan-regional owners, alongside more sophisticated financing structures and a widening gap between platforms that can secure power and those that cannot.

12.2 Consolidation of Transport and Logistics The wave of consolidation across Australia's listed transport and logistics infrastructure sector reflects a broader shift as global infrastructure funds and industry super capital seek full control of mature, cash-generative assets rather than minority positions. Two of the largest Australian M&A deals of 2026 demonstrate the same approach: building a substantial toehold stake over several years before launching a formal takeover when public market valuations diverge from intrinsic asset value.

IFM Investors had accumulated a roughly 34% to 35% stake in toll road owner Atlas Arteria since 2022. After the board rejected its initial offer as opportunistic, IFM increased its bid twice to a "best and final" $5.10 per share, continued acquiring shares on-market, and completed the offer on 7 July 2026 with 67.4% control, despite the board maintaining its rejection.

Macquarie Asset Management pursued a friendly transaction with Qube Holdings, Australia's largest integrated ports, rail and logistics platform, entering into a Scheme Implementation Deed at $5.20 per share, representing a 28% premium and valuing the business at approximately $11.7 billion. The scheme received over 98% support, with Qube expected to delist from the ASX in midAugust 2026.

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Infrastructure Both transactions highlight the scarcity of high-quality, scaled infrastructure assets on Australian public markets. Direct ownership allows super fund-backed acquirers to align long-dated liabilities with long-duration, inflation-linked cash flows rather than relying on volatile listed equities. For target shareholders, the trade-off remains consistent: accepting a certain cash premium today versus retaining exposure to assets that may be structurally undervalued by public markets.

The toehold-then-takeover strategy is expected to continue as super fund-backed managers pursue control positions in contracted infrastructure assets, reducing the pool of large, liquid listed infrastructure vehicles on the ASX and accelerating the shift of the asset class into private ownership.

12.3 Institutional Demand for Regulated Networks The growing institutional interest in Australia’s regulated electricity and gas networks reflects demand for essential infrastructure assets with stable, government-approved returns. These poles, wires and pipelines generate predictable cash flows largely independent of short-term volume changes, making their defensive characteristics increasingly valuable.

Australian Retirement Trust acquired Macquarie-managed The Infrastructure Fund’s 17.1% stake in ElectraNet, South Australia’s principal transmission network, for over $600 million, increasing its holding to roughly 28%. The investment provides exposure to rising electricity demand, driven by data centres and renewable energy growth, alongside an inflation-linked, AER-approved revenue base.

US investor Stonepeak also agreed to acquire 100% of Allgas Network, the gas distribution business serving South East Queensland and northern New South Wales, from APA Group, Marubeni Corporation and other shareholders. APA is selling its remaining 20% stake as it reallocates capital towards higher-growth opportunities.

Both deals reflect the broader shift in ownership of mature infrastructure assets, with integrated energy companies recycling capital while super funds and global infrastructure investors seek long-duration assets offering stable returns, inflation protection and downside resilience.

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Natural Resources Natural Resources investment banking teams advise companies involved in exploring, developing, extracting, processing and selling commodities, with Australian coverage focused primarily on metals and mining. Coverage is organised by commodity and development stage, with explorers defining resources, developers progressing projects through feasibility and construction, and producers operating mines and generating cash flow. This distinction drives valuation approaches, with explorers assessed using resourcebased metrics and precedent transactions, developers using risk-adjusted project NAV, and producers using earnings and cash-flow multiples.

Subverticals 13.1 Base Metals and Critical Minerals Base metals include copper, aluminium, zinc, lead, nickel and tin, while lithium, cobalt and rare earths are commonly grouped as battery or critical minerals, with “critical” referring to strategic supply chains rather than geology. These commodities support construction, manufacturing, power infrastructure, electronics and batteries, with demand driven by global industrial activity, particularly China, and electrification trends benefiting copper, lithium and rare earths. Australianlisted examples include Sandfire Resources in copper, PLS Group in lithium and Lynas Rare Earths.

Key commercial considerations include ore grade, mine life, development capital and operating costs. Uranium is another specialist segment, with companies such as Paladin Energy and Boss Energy exposed to nuclear-fuel demand, long-term contracting and regulatory risk.

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Natural Resources 13.2 Bulk Commodities Bulk commodities are essential raw materials mined and transported in large volumes, principally iron ore, metallurgical coal and thermal coal in Australia. Their economics depend on scale, unit costs and integrated logistics, as access to rail and port infrastructure can be as important as the mine itself. Iron ore and metallurgical coal are key inputs into steelmaking, while thermal coal is used in power generation. BHP, Rio Tinto and Fortescue are the leading ASX-listed iron ore names, while Whitehaven Coal, Yancoal and New Hope provide metallurgical and thermal coal exposure.

Analysis typically emphasises production volumes, realised prices, cost-curve position and infrastructure capacity.

13.3 Precious Metals Gold accounts for the vast majority of Australian precious-metals coverage, with silver and platinum-group metals representing smaller specialist segments. Australia is a leading global gold producer and holds one of the world's largest identified gold resource bases. Major ASX-listed producers include Northern Star Resources and Evolution Mining. Unlike industrial metals, gold demand is driven mainly by investment, central-bank purchases and jewellery, making its price particularly sensitive to monetary conditions and geopolitical risk. Analysis focuses on reserves, mine life, production and all-in sustaining costs. Common valuation measures include project NAV, price-to-NAV and enterprise value per ounce.

13.4 Diversified Miners Diversified miners own portfolios spanning several commodities and jurisdictions. The principal ASX-listed examples are BHP, Rio Tinto and South32. Their scale and commodity mix reduce dependence on any single asset, although individual divisions may have very different margins and growth profiles. They are therefore commonly analysed using a sum-of-the-parts valuation, with each business valued separately before adjusting for corporate costs, net debt and other grouplevel items.

13.5 Agriculture and Forestry Some banks also extend Natural Resources coverage to agriculture and forestry, including agribusinesses such as GrainCorp and Elders and businesses involved in timber production and processing. In Australia, however, these areas account for substantially less advisory activity than metals and mining.

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Natural Resources Transaction Trends 14.1 Consolidation of Gold Elevated gold prices have strengthened producer balance sheets and made scrip-funded acquisitions more attractive. As mines are depleted, producers must replace output. Combinations are most compelling where nearby deposits can share processing infrastructure, reducing capital and operating expenditure.

Genesis Minerals’ agreed acquisition of Vault Minerals, which values Vault at approximately A$5.6 billion, illustrates this logic. Under the scheme implementation deed announced on 14 July 2026, Vault shareholders would receive Genesis shares and cash, subject to shareholder, court and other approvals. This would create a combined group with a pro forma market capitalisation of approximately A$12.6 billion and annual production of 600,000–700,000 ounces. Genesis estimates approximately A$2 billion of post-tax, undiscounted synergies over ten years, net of stamp duty and the Regis break fee. This includes A$715 million of capital savings from processing Tower Hill ore through Vault’s King of the Hills mill, avoiding construction of a Tower Hill mill, expansion of the Laverton mill and associated infrastructure and sustaining capital.

These infrastructure benefits helped underpin a proposal that Vault judged superior to its earlier merger agreement with Regis Resources. Sternship Advisers and Macquarie Capital advised Genesis, while RBC Capital Markets advised Vault. The transaction highlights the role of advisers in assessing operational synergies, structuring cash-and-scrip consideration and managing a contested process. For investors, the central question is whether the expected infrastructure savings and reserve replacement justify the acquisition premium and integration risk.

14.2 Scarcity of Copper Copper demand from electricity networks and electrification is growing, while declining grades, long development timelines and rising project costs constrain supply. This places a scarcity premium on producing mines and makes acquisition a faster route to growth.

Harmony Gold’s approximately US$1.0 billion acquisition of MAC Copper, completed in October 2025 at US$12.25 per share, delivered the high-grade CSA mine in New South Wales, which produced around 41,000 tonnes of copper in 2024. Harmony gained immediate cash flow and diversification without assuming new-mine construction risk, while MAC shareholders exchanged future copper-price exposure for cash certainty. Macquarie Capital advised Harmony and Barrenjoey advised MAC.

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Natural Resources Harmony used cash and a US$1.25 billion bridge facility underwritten by Citi, J.P. Morgan and Macquarie Bank. This increased bid certainty but made refinancing and post-acquisition cash generation relevant to investors.

With few sizeable Australian copper producers available, buyers are likely to keep paying for established output or use joint ventures and minority investments to share development risk.

Technical valuation, financing certainty and the allocation of commodity-price upside will remain central to advisory mandates.

14.3 Countercyclical Investment in Lithium Lithium’s price correction weakened developer valuations and access to capital, shifting negotiating power towards diversified miners and established producers able to absorb short-term volatility and fund projects that may be difficult to finance independently.

Rio Tinto’s US$6.7 billion acquisition of Arcadium Lithium, completed in March 2025, was a deliberate countercyclical investment. Rio paid US$5.85 per share in cash, a 90% premium to Arcadium’s pre-announcement closing price, after spot lithium prices had fallen by more than 80% from their peak. The transaction added an integrated platform spanning hard-rock mining, brines, direct lithium extraction and chemical processing. Goldman Sachs and J.P. Morgan advised Rio, while Gordon Dyal & Co. and UBS advised Arcadium. Cash allowed Arcadium shareholders to crystallise value and transfer commodity, funding and execution risk to Rio. For Rio shareholders, value creation will depend on the recovery in lithium fundamentals and Rio’s ability to sequence Arcadium’s development pipeline without overcommitting capital.

Further consolidation is likely among lithium developers unable to fund construction. However, depressed valuations do not necessarily make assets cheap: buyers will distinguish between highquality resources with credible development pathways and projects whose costs or processing challenges remain uneconomic.

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Real Estate Real estate investment banking (REIB) involves professionals advising companies on capital raising, debt offerings, asset disposition, recapitalisation, restructuring and mergers and acquisitions. Some of the main verticals within Australia are Australian real estate investment trusts (A-REITs), real estate operating companies (REOC) and real estate service companies.

Subverticals 15.1 Real Estate Investment Trusts Australian real estate investment trusts (REITs) are companies that own, operate or finance income-generating real estate, allowing investors to access property returns without directly owning assets. Equity REITs own and lease properties to tenants, while mortgage REITs provide real estate financing through mortgages and mortgage-backed securities. Income generated is distributed to shareholders through dividends.

15.2 Real Estate Operating Companies Real estate operating companies (REOCs) own and operate commercial properties such as retail centres, hotels, offices and multifamily assets. Unlike REITs, which distribute income through dividends, REOCs reinvest earnings into acquisitions and property improvements to drive capital appreciation. However, because they do not receive REIT tax advantages, REOCs typically face higher tax obligations.

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Real Estate 15.3 Real Estate Service Companies Real estate service companies provide services ranging from leasing to capital markets advisory rather than primarily owning the property. As real estate service companies generate revenue from charging fees or commissions for providing services, they are less exposed than REITs and REOCs to property values. However, the demand for their services can fall when property markets slow, making real estate service companies still tied to the overall market activity.

Real Estate Subsectors 15.4 Industrials Industrial real estate includes warehouses, distribution centres and manufacturing facilities that support logistics, supply chains and production. The sector is increasingly shaped by e-commerce growth, supply chain optimisation and changing trade patterns, influencing demand for industrial space, tenant requirements and preferred locations.

15.5 Office Office real estate includes CBD towers, suburban office parks and mixed-use precincts used for professional and corporate activities. The sector is increasingly influenced by economic conditions and evolving workplace trends, which impact tenant demand, vacancy rates, rental growth and investment returns.

15.6 Retail Retail real estate includes shopping centres, malls and storefronts where goods and services are sold directly to consumers. The sector is increasingly shaped by e-commerce growth, changing consumer preferences and evolving shopping behaviours, which influence foot traffic, tenant demand and asset performance.

15.7 Residential Residential real estate comprises housing assets including detached homes, apartments and condominiums. Demand is primarily driven by population growth, demographic shifts, household formation and broader economic conditions, which influence housing affordability, supply constraints and investment returns.

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Real Estate 15.8 Hospitality Hospitality real estate includes hotels, resorts and leisure properties serving travellers and tourists.

The sector is influenced by tourism trends, seasonality and global events, which affect travel demand, occupancy rates and investment performance.

15.9 Healthcare Healthcare real estate includes hospitals, medical offices and senior living facilities. Demand is driven by demographic changes, healthcare policy and technological advancements, which influence the need for specialised healthcare infrastructure.

Transaction Trends 16.1 Shift Towards Alternative and Operational RE The first trend shaping Australian real estate is the growing allocation of institutional capital towards alternative and operational real estate. Global private equity firms are diversifying beyond traditional property into assets such as self-storage, hotels, student accommodation and data centres, which generate operating revenue alongside rental income and capital appreciation. This provides greater exposure to long-term demographic trends while creating additional value creation opportunities.

Unlike traditional property, where returns are driven by rental income and asset appreciation, operational real estate combines physical assets with customer-facing businesses. Following three consecutive rate increases in early 2026, Australia’s cash rate reached 4.35%, increasing borrowing costs and placing pressure on traditional property valuations. Operational assets have become more attractive due to their ability to generate diversified revenue streams.

Blackstone’s agreement to acquire Hamilton Island from the Oatley family for a reported A$1.2 billion highlights this shift towards operational real estate. The scarcity of comparable integrated resorts in a prime location supports long-term demand and pricing power, reflecting broader institutional interest in premium tourism assets. Australia’s fragmented self-storage market also presents consolidation opportunities, with larger operators able to improve performance through scale and enhanced management systems.

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Real Estate This aligns with 2025’s record self-storage activity, with more than $1 billion in transactions, driven by population growth, urban densification and shrinking dwelling sizes. Completed on 8 May 2026, Brookfield and GIC’s $6.7 billion joint acquisition of National Storage REIT at A$2.86 per security became the largest take-private of an ASX-listed REIT. With more than 300 selfstorage centres serving over 100,000 residential and commercial customers, National Storage was described by Ankur Gupta (Brookfield, Head of Asia Pacific and Middle East real estate) as a “market-leading growth platform” capable of driving operational enhancement and accelerating growth.

However, operational real estate also introduces additional risks, as buyers assume responsibility for managing the business alongside ownership of the underlying assets. While investors benefit from operating income, they are also exposed to operational and financial risks including weaker demand and poor management execution.

16.2 Flight to Quality The second trend within the Australian real estate landscape is a “flight to quality” as businesses flock to Class A assets while second- and third tier species sit available. Several factors ranging from talent attraction to technological advances have intensified the demand for modern, wellmaintained buildings in prime locations. As employee expectations for the workplace are higher than ever, companies are prioritising employee experiences to attract better talent in both offices and specialised facilities, whilst technological advances demand the need for spaces capable of supporting hybrid work, seamless connectivity and digital tools. The growing demand for premium office spaces is reflected in office space vacancy tightening from 9.8% to 8.9%, further driven by an actively shrinking supply with no developments scheduled in 2028-29.

The continued demand for premium office spaces is evidenced through Investa’s recent acquisition of 100 Mount Street, North Sydney on behalf of BGO and Cliffbrook Capital from Dexus on June 10th 2026.

Completed in 2019, 100 Mount Street offers 42000 sqm of net lettable area and has achieved 50Star Green Star Design and As Built and 50Star NABERS Energy ratings, complementing Investa Chief Investment Officer Adam Crow’s expectation that demand for North Sydney’s prime commercial assets is poised to continue gaining momentum supported by its exceptional connectivity. Consequently, given rising demand and decreasing supply, buyers can be expected to compete more aggressively for premium offices while sellers are able to leverage the demand for greater pricing power. As driving factors of demand become quality and location, investors must consider the premium factors within office spaces rather than relying on aggregate vacancy rates.

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Energy Australia remains one of the world’s largest LNG exporters, with gas continuing to underpin both export revenue and domestic energy security, even as the country pursues one of the most ambitious renewable transitions globally, targeting 82% renewable electricity generation by 2030. Combined with artificial intelligence and data-centre driven demand for firm energy supply, this has materially accelerated deal activity since 2024. As a core input into the broader economy, the energy sector consistently ranks among the largest fee pools in Australian investment banking.

Subverticals The energy coverage group is a sector-specific team within the investment banking division. The team specialises in the energy sector, building deep, long-term relationships across a client base that spans listed utilities, oil and gas companies, renewable developers, mining and critical mineral companies, infrastructure funds, superannuation and pension funds, private equity sponsors, and government bodies overseeing energy policy and state owned assets.

Energy coverage analysts develop specialised expertise in how energy assets generate cash flow and in the regulatory frameworks that govern them, including offtake structures, energy capacity factors, energy commodity cycles, grid connection queues as well as state renewable targets and policies. This depth of knowledge is a key differentiator from other groups as energy assets rarely trade on simple earning multiples.

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Energy 17.1 Power and Utilities Power and utilities covers regulated electricity and gas producers and retail energy businesses.

Regulated networks earn returns set by the regulator, not the market, a dynamic that underpinned Brookfield ‘s A$10.1 billion take-private of AusNet. However, retail electricity sits at the other end of the spectrum, characterised by thinner margins and among the highest customer-switching rates of any retail utility market globally.

17.2 Renewables and Storage Renewables and storage covers utility scale wind, solar, batteries, hydropower and their companies. Global renewable M&A reached US$117 billion in 2024, with private equity firms backing US$60 billion of transactions. Australia was the largest renewable energy M&A market in the Asia Pacific region in 2024, ahead of India, within a regional total of just over US$15 billion.

17.3 Oil and Gas Oil and gas spans upstream exploration and production, oil processing and LNG export infrastructure. Australia’s position as one of the world’s largest LNG exporters keeps this vertical strategically important amidst global decarbonisation agendas, even as the buyer pool narrows and consolidation faces tougher government regulatory scrutiny on large foreign sponsored transactions.

17.4 New Energy and Hydrogen New energy and hydrogen covers earlier-stage, higher-risk technologies such as carbon capture and green and blue hydrogen. Mandates are typically weighted toward project development, joint ventures and risk-sharing structures rather than conventional mergers and acquisitions.

17.5 Energy Infrastructure Energy infrastructure is the newest sub-vertical, focused on powering large scale data centre infrastructure. Securing power has become the primary binding constraint on data centre build speed, with mandates spanning data centre sales, corporate power purchase agreements and transmission capacity financing.

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Energy Transaction Trends 18.1 AI and Data-Centre Demand Repricing Energy Rapid-scale artificial intelligence development is the principal driver of data centre demand, with global capacity projected to almost triple by 2030, requiring an estimated A$10 billion in capital globally. This coincides with the phase-out of Australia’s coal infrastructure under decarbonisation policies. These two forces compound each other where energy generation must now cover the capacity coal previously supplied while meeting the demands of data hyperscalers who are prepared to pay a premium for long-dated contracts that guarantee an energy supply.

This premium is increasingly evident in recent transactions. In 2024, Blackstone and CPP Investments acquired AirTrunk from Macquarie Asset Management for A$24 billion - the largest data centre deal recorded and the largest M&A transaction completed in Australia that year.

Macquarie had valued the same business at approximately A$3 billion in 2020 and the premium Blackstone paid was driven by a conviction that data-centre demand for energy is structural rather than cyclical.

The same dynamic is playing out on the generation side. KKR’s acquisition of remote-power specialist Zenith Energy was reported at A$1.7 billion. Pacific Equity Partners had taken the company private in 2020 for A$259 million; by their exit, EBITDA had grown over sevenfold.

Rising demand is reshaping deal structure, with energy infrastructure sales increasingly being increasingly split across a broader syndicate of buyers. Income is typically locked in through longterm contracts offering predictable, low-risk cash flow paid out for years, with a clear upside as demand for power from data centres and artificial intelligence keeps climbing. This profile appeals strongly to pension funds that require stable cash flows to match long-term payout obligations.

Looking ahead, this theme is expected to drive larger, increasingly hybrid mandates, with growing emphasis on underwriting power contracts to secure guaranteed financial backing for large-scale energy-intensive data centre developments.

18.2 Consolidation of Oil and Gas The multi-year trend of consolidation in oil and gas has been driven by scale reducing cost, portfolio diversification, and the need to serve both growing Asian LNG demand and domestic needs. Across the last five years, key transactions have included BHP Petroleum’s merger with Woodside in 2022 and Santos’ 2021 acquisition of Oil Search.

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Energy Notably, in August 2025, Peabody Energy withdrew its A$5.9 billion agreement to acquire Anglo American’s Australian coal mines, citing valuation concerns. Nonetheless, Australia’s LNG infrastructure continues to draw strong international buyer interest despite the collapse, indicating that the underlying asset consolidation thesis remains intact even where individual deals fail to be completed. Anglo American subsequently sold its Australian coal mine portfolio to Dhilmar Limited for A$5.4 billion in May 2026.

Australia’s mandatory merger control regime, effective 2026 is expected to lengthen approval timelines and require transactions to align with domestic energy security objectives. Consequently, this consolidation trend may increasingly shift towards minority sell-downs and joint ventures, rather than outright takeovers. While the multi year consolidation trend in energy assets is expected to continue, the deal structures are likely to move away from large-scale foreign takeovers.

18.3 Shift Towards Renewables Investor capital is increasingly concentrating around proven track records, moving away from unproven technologies. Renewables have matured to the point of cost-competitiveness with traditional power generation, while continuing to grow rapidly. HMC Capital’s A$950 million acquisition of Neoen’s Victorian portfolio in 2024 showed infrastructure investors’ growing conviction in large-scale batteries and hybrid power. Similarly, J-Power’s A$350 million acquisition for 92.3% of Genex Power in 2022, covering solar and pumped-hydro projects demonstrates the same appetite for foreign buyers. Investors increasingly favour acquiring bundled portfolios of assets rather than single assets, as bundling lowers borrowing costs and simplifies its management.

However, hydrogen remains a notable exception to this broader trend. Hydrogen projects have proven costly to build and the underlying technology has not matured to the scale originally promised. BP withdrew from its A$54 billion Australian Renewable Energy Hub (AREH) in the Pilbara and the proposed Kwinana clean energy project while Fortescue Future Industries scaled back its green hydrogen ambitions in the same year.

Overall, capital continues to flow toward renewable projects with a clear, proven track record while hydrogen developments lacking demonstrated demand are increasingly struggling to secure financial backing.

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Product Groups Product groups are specialised investment banking teams that focus on specific transaction types, providing expertise across a range of financial products and services.

These teams advise clients on executing transactions by applying technical expertise to structure deals and optimise deal execution.

Mergers and Acquisitions Equity Capital Markets Debt Capital Markets Leveraged Finance Financial Sponsors Group Restructuring

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M&A The Mergers & Acquisitions (M&A) team is a specialist product group within an investment bank that advises clients on corporate transactions including mergers, acquisitions, divestitures, spin-offs, carve-outs, joint ventures, and corporate restructurings. Unlike industry coverage teams, which focus on specific sectors such as Technology, Healthcare, or Industrials, the M&A team works across all industries and provides deep expertise in transaction execution and strategic advisory.

Responsibilities The M&A group is often involved in a company's most significant strategic decisions, including advising boards of directors and senior executives. As a result, M&A bankers are viewed as the firm's transaction specialists and are heavily involved in the most complex and high-profile deals.

The team's responsibilities span the entire transaction lifecycle. This includes evaluating strategic alternatives, analysing potential acquisition targets, conducting valuation analysis, assessing deal synergies, developing transaction structures, coordinating due diligence processes, and supporting negotiations between buyers and sellers. M&A teams also provide fairness opinions to boards, which assess whether a proposed transaction is financially fair to shareholders.

Within an investment bank, the M&A team works closely with industry coverage groups. Coverage bankers are responsible for maintaining client relationships and identifying opportunities within their sectors, while M&A bankers bring specialised execution expertise. For example, a Technology coverage team may originate a transaction opportunity, but the M&A team will often lead the valuation work, transaction structuring, negotiation strategy, and overall execution process.

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Mergers and Acquisitions The M&A group also collaborates with other product teams such as Leveraged Finance (LevFin), Debt Capital Markets (DCM), and Equity Capital Markets (ECM). In an acquisition requiring financing, these groups help raise the debt or equity capital necessary to complete the transaction, while the M&A team focuses on the strategic and transactional aspects of the deal itself.

Because the team advises on transactions across all sectors, M&A professionals develop expertise in valuation methodologies, financial modelling, corporate strategy, and transaction mechanics rather than becoming sector specialists. Their work centres on helping clients execute transformative corporate events that can reshape companies, industries, and markets. As a result, M&A is often considered one of the most technically rigorous and intellectually demanding groups within investment banking, sitting at the intersection of corporate strategy, finance, and deal execution.

Transaction Trends 1.1 Mid-Market Driven M&A Recovery After two subdued years, Australian M&A activity regained momentum through 2025, with the mid-market deals valued between A$10 million and A$250 million outperforming the broader market. Total Australian deal activity across both public and private transactions rose 11% to A$143.7 billion across 1,132 deals, with this mid-market segment increasing 11% in volume and 14% in value to A$20.9 billion. As an example, in August 2025, Indian technology company Infosys agreed to acquire a 75% stake in Versent Group, Telstra’s technology consulting arm, for A$233.3 million.

Two key financial drivers underpin this trend. Firstly, an ageing cohort of Australian business owners is driving succession-driven sales. Pitcher Partners identifies succession planning as a leading force behind 2025’s strong deal volume. Secondly, healthy balance sheets across 2025 have allowed buyers to close both the public and private market deals that had stalled during previous years’ heightened interest rates and economic uncertainty. This results in more competitive bidding processes for both buyers and sellers, and for investors, it signals capital being deployed with more strategic certainty.

Looking ahead, this sustained mid-market deal strength and dealmaking confidence suggests that boards increasingly view M&A as the primary lever for navigating a slower-growth and higher-cost environment.

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Mergers and Acquisitions 1.2 Shift Towards Renewable Energy and Critical Minerals Decarbonisation and artificial intelligence driven electricity demand are increasingly attracting capital into Australian resources and energy assets. Reflecting Australia’s resource-rich nature, Australia is uniquely positioned for a step-up in energy, utilities and resources M&A in 2026 as decarbonisation and data-centre power demand draw increased buyouts from infrastructure private equity funds and sovereign capital. However, given the strong demand for large, incomegenerating infrastructure assets, larger transactions are increasingly structured across broader syndicates of buyers that blend domestic investment, foreign capital and private credit.

Reflecting Australia’s reputation as a stable, resource-rich jurisdiction during a time of elevated geopolitical tension, gold and critical minerals have anchored this surge in M&A activity. In July 2026, RBC Capital Markets announced that it will advise Vault Minerals on its proposed merger with Genesis Minerals to form a A$12.6 billion Australian gold producer. This consolidation is part of a wider pattern in which natural resources dominated Australia’s most robust M&A activity in 2025.

This has dual benefits. For investors, capital is increasingly concentrated in stable assets that provide predictable, low-risk cash flow paid out for years, with a clear upside as demand for power from data centres and artificial intelligence keeps climbing. For sellers, it provides the opportunity to divest non-core assets to fund building renewable energy infrastructure.

This trend ties broadly into concerns for energy security and cements artificial intelligence infrastructure build-out as an investment thesis that is capable of sustaining foreign and institutional capital investment into Australia even as global growth moderates.

1.3 Tightening Regulatory Scrutiny Australian dealmakers are now navigating stricter government oversight that is measurably slowing transactions. From 1 January 2026, Australia’s new mandatory merger clearance regulation requires qualifying transactions to be approved by the ACCC before its completion.

Pitcher Partners’ Dealmakers 2026 survey confirms this is now the top ranked concern for Australian dealmakers, cited by 45% of respondents.

Foreign buyers face a second layer of scrutiny. Pitcher Partners found that concern over delays in foreign investment approvals more than doubled, from 15% of respondents in 2025 to 32% in 2026. Paralleling the new ACCC clearance regulation, this reflects slower and more sensitive Foreign Investment Review Board review processes amidst heightened geopolitical tensions.

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Mergers and Acquisitions For boards and bidders, a deal’s certainty can no longer be assumed once commercial terms are agreed upon between the companies. For sellers, longer and less certain deal timelines can erode an auction process’ competitive tension since buyers deterred by regulatory complexity may simply not bid. However, 58% of Pitcher Partners’ surveyed dealmakers still expect the ACCC reforms to ultimately increase, not suppress, overall dealmaking volumes.

This points to a broader economic outlook in which Australia’s M&A activity is becoming more scrutinised by regulation to protect both Australia’s consumers and government amidst heightened geopolitical tensions.

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ECM Equity Capital Markets refer to the investment banking division responsible for helping companies raise equity, or helping existing shareholders sell it, in the public markets. The team sits between issuers who need capital or liquidity and the investors on the other side of the trade, and it works closely with M&A and DCM whenever a transaction has a listing or equity-financing dimension.

Responsibilities 2.1 Initial Public Offerings (IPO) IPOs act as the core ECM product by taking a private company onto the ASX for the first time.

Some of the capital raised is new money for the company, described as primary while some involves existing shareholders selling down, a process referred to as secondary. Most deals are a mix of both such as Koala's ASX debut, SkinKandy's $160m raise, and Firmus Technologies' multibillion-dollar float. In most cases, the outcome of the listing rests on how much confidence can be built with institutional investors before the stock begins trading and during the roadshow.

2.2 Follow-On Raisings Once a company is listed, it can return to the market through a placement, which is a fast, institutions-only raise, an entitlement offer, which is a rights issue open to all shareholders, or a share purchase plan, a capped retail offer usually run alongside a placement. The BarrenjoeyMagellan merger utilised this with a $130m placement and a $20m SPP priced at $8.46 a share.

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Equity Capital Markets 2.3 Block Trades Block trades are a large amount of existing stock, held by a founder or other strategic shareholder, sold to institutions overnight, usually at a small discount. This allows major shareholders to monetise a stake quickly, without the burden of the full process.

2.4 Convertibles and Other Equity-Linked Instruments This involves hybrid securities that sit between debt and equity, such as convertible notes or PIPEs. Sharon AI's US$1bn raise, split between common stock and convertible debt at a coupon of 4.75 to 5.25 per cent, demonstrated this. NextDC's subordinated bond leans closer to pure DCM but is often run by similar desks given the nature of the investor base. Issuers tend to favour this structure when they want to raise growth capital without fully diluting shareholders at what they consider an unattractive current share price.

2.5 Pre-IPO Rounds Private capital raised in the lead-up to a listing to reduce risk of the eventual float. Visionary Machines' $9.5m SAFE round and Firmus's US$1.35bn of pre-IPO equity both fall into this category.

2.6 Dual-Track Processes An execution strategy involving an IPO and a private sale side by side so the seller can choose whichever route delivers the better outcome. Bain Capital's Estia Health process, discussed below, is this year's clearest example.This approach has become increasingly common as both the IPO and takeover markets have reopened at the same time which provide sellers a genuine leverage to compare outcomes.

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Equity Capital Markets Transaction Trends 3.1 Recovery of The Australian IPO Market The Australian IPO market is reopening after an extended period of subdued activity. Between 2022 and 2024, new listings slowed significantly as rate hikes compressed growth valuations and private equity sponsors held onto businesses that had originally been built with a public exit in mind.

However, momentum has started to recover. Herbert Smith Freehills Kramer’s 2025 Australian ECM Review noted that IPO numbers, average market capitalisation and average capital raised per listing were all strongly above recent yearly averages, with three listings exceeding $1 billion in market capitalisation. ASX’s 2025 year-in-review also recorded new IPO capital raised up 54% on the prior year, alongside a growing number of private equity-backed issuers returning to market.

Two transactions illustrate this recovery. Koala, the direct-to-consumer furniture retailer, debuted on the ASX in April, with shares rising 12% on the first day of trading to a market capitalisation of $340 million. The listing demonstrated renewed institutional appetite for profitable, founder-led businesses despite ongoing market uncertainty.

Shortly after, SkinKandy’s IPO was upsized from $146.3 million to $160 million following strongerthan-expected bookbuild demand, allowing sponsor Whiteoak to sell down a larger portion of its stake than initially planned. This reflected improving pricing power for issuers, with stronger investor demand allowing sellers to achieve more favourable outcomes.

The recovery is being driven by both structural and cyclical factors. A prolonged period of low IPO activity between 2023 and 2025 created a backlog of private capital-backed assets held beyond their intended investment horizon, increasing pressure on sponsors to return capital to investors.

At the same time, ASIC’s fast-track IPO reforms introduced in mid-2025 have shortened execution timelines for eligible issuers, reducing market exposure during the listing process and improving flexibility in volatile conditions. Herbert Smith Freehills Kramer expects these reforms to support further listings in 2026, particularly as macroeconomic conditions stabilise.

Looking ahead, technology, AI, healthcare and energy-transition businesses are expected to feature prominently in the IPO pipeline, alongside resources companies, which have consistently accounted for more than half of ASX listing volumes in recent years.

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Equity Capital Markets 3.2 Increased Complexity in Capital Raisings The second trend shaping ECM activity is the growing complexity of how capital is being raised, particularly for AI and digital infrastructure businesses. Across the sector, the scale of capital required to build and operate AI-linked infrastructure has grown to a point where no single instrument can carry the load.

As a result, issuers are increasingly drawing on equity, convertible debt and project-level debt simultaneously, often within the same twelve-month window, blurring the traditional boundary between ECM and DCM mandates.

Firmus Technologies, which is targeting a $1 billion to $3 billion raise through its planned ASX IPO to fund 3.3 gigawatts of AI factory capacity, provides a clear example of this trend. That equity raise sits alongside a separate US$14 billion debt facility sourced from Blackstone, reflecting a capital structure that would have been unusual in most sectors but is becoming characteristic of large-scale AI infrastructure development.

Sharon AI’s US$1 billion raising follows a similar approach, combining ordinary shares with convertible debt priced at a coupon of between 4.75% and 5.25%, structured specifically to fund a six-year GPU deployment agreement with Nvidia. NextDC’s $500 million subordinated bond, marketed at 325 to 340 basis points above swaps, sits within the same theme, with its investor base more closely resembling growth equity than traditional fixed income.

This multi-instrument approach reflects the capital intensity of AI infrastructure, where upfront expenditure is too large for equity alone and growth profiles are often unsuitable for conventional debt. As a result, issuers are increasingly blending both forms of capital.

Sharon AI’s raise was completed despite a short seller report questioning the validity of its client agreements, with institutional demand remaining supported by confidence in the contracted revenue underpinning the deal, particularly its Nvidia agreement, rather than the broader AI narrative.

This distinction will shape future issuance activity. AI-linked businesses with visible, contracted cash flows are better positioned to access multiple sources of capital, while companies relying primarily on thematic momentum without commercial substance are likely to face greater investor scrutiny.

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DCM Debt Capital Markets (DCM) is the sector where financial institutions, governments and corporations raise capital, through the issuance of securities. This is distinct from equity based ECM and sponsor backed LevFin. DCM excludes bilateral bank loans but includes debt issued to public and private markets. Coverage spans across several products.

Responsibilities 4.1 Corporate Corporate DCM covers non financial companies usually split by industry. It handles investment grade corporate bonds issued by companies with strong credit quality for general operating or expansion purposes. It also carries limited covenants since the issuer’s credit strength is the main protection for investors. It also handles high yield bonds issued by below investment grade companies. These bonds carry strict contractual rules limiting new debt, shareholder payouts and asset sales whilst their debt is outstanding.

4.2 Financial Institutions Group (FIG) Financial Institutional Group (FIG) DCM covers financial institutions which are regulated differently from ordinary corporates and require their own specialist team. It structures bank capital instruments, including AT1 hybrids and Tier 2 subordinated debt which are specifically issued to meet APRA’s regulatory capital requirements rather than for general funding purposes.

These instruments rank differently in a bank's capital structure and carry loss absorption features not found in standard corporate debt.

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Debt Capital Markets 4.3 Sovereigns, Supernationals and Agencies SSA DCM covers sovereigns, supernationals and agencies. Sovereigns issue through auctions, supernationals such as the World Bank or IFC issue benchmark deals and agencies run large, programmatic issuance. This segment carries near AAA credit quality and its own investor base of central banks and reserve managers which is distinct from both corporate and financial institution issuance.

4.4 Securitisation and Asset-Backed Securities Securitisation and asset backed securities involve bundling loans. This is most commonly used for residential mortgages converted into tradeable securities. This structure is widely used by non bank lenders to fund their own loans without relying on bank balance sheets.

4.5 Kangaroo Bonds Kangaroo bonds are AUD denominated bonds issued by foreign entities. They give international borrowers access to Australia’s investor base while avoiding foreign exchange exposure through AUD denominated obligations.

4.6 Green and Sustainability-Linked Bonds Green and sustainability linked bonds tie proceeds or pricing terms to environmental or social outcomes. This segment continues to grow alongside the broader investor demand for ESG aligned fixed income products.

Transaction Trends Australia’s bond market is currently experiencing significant growth, with new issuance reaching a year to date record of AUD$275 billion in 2025, with turnover in high grade bonds exceeding AUD$2.5 trillion in FY25. Two structural shifts are currently reshaping transaction activity within the sector.

5.1 End of AT1 Hybrids APRA confirmed in December 2025 that Additional Tier 1 hybrid instruments will be phased out entirely as eligible bank capital by 2032, with the new framework taking effect from January 2027.

Approximately $43 billion currently sits in AT1 hybrids, an asset class retail investors have relied on for yield and franking credits.

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Debt Capital Markets This reform follows the global reassessment of AT1 as a crisis management tool. Credit Suisse’s 2023 collapse saw CHF16.5 billion of AT1 written to zero, while equity holders retained some value.This outcome, though legally valid, undermined the confidence of how AT1 as an asset class was supposed to function under stress.

Thus APRA redesigned this framework to replace AT1 with a higher proportion of Tier 2 and core equity capital. This is expected to improve stabilisation in a crisis, enhance proportionality and reduce compliance costs for banks. As a result, Australia’s financial system will be more resilient and better able to withstand future shocks.

Banks will need to restructure their capital base within a fixed timeline differing from the traditional market led transition. Investors who held AT1 for yield and franking credits will also need to find a new income product. UBS tested this through their issuance of an AUD AT1 bond in September 2025, the first since the reform which was heavily oversubscribed. This highlighted that the appetite for the yield had not disappeared, only the instrument itself. That appetite is now shifting towards Tier 2, reinforced by the fact that Westpac and NAB are barred from rolling their existing hybrids once they exceed APRA’s transitional caps.

For DCM desks, this combination of forced bank restructuring and redirected investor demand creates a pipeline of origination work for the coming years. Mandates to structure the instruments replacing AT1 are expected to be among the most contested in the sector throughout 2027, positioning Tier 2 and corporate hybrid issuance as the default growth product in Australia's bank capital market over the medium term.

5.2 Rise of AI Infrastructure Globally, the buildout of AI and data centre infrastructure is outgrowing equity and bank funding alone, pushing capital raising into public bond markets at unprecedented volumes. US and European hyperscalers have led this shift, issuing debt at a scale historically reserved for large, investment grade corporates, as capital demand has significantly outpaced what banks and equity raises alone can supply. Meta alone priced $30 billion across six tranches in October 2025, drawing an order book of $125 billion, the largest ever recorded for a corporate bond. Total US corporate bond issuance reached approximately $2.2 trillion for the year with hyperscale capital expenditure projected above $600 billion in 2026.

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Debt Capital Markets This borrower profile differs from a typical investment grade issuer. It combines heavy leverage with physical multi year capex programs and long dated contracted revenue which do not fit into the typical investment grade corporate credit or traditional leveraged finance. Rating agencies and institutional bond investors are having to build new frameworks to price this category of borrower as a result.

Australia is now producing its own early example of this global shift, at a much smaller scale. In 2026 NextDC priced and allocated AUD$750 million in wholesale subordinated notes. This is a 4 year floating rate bond maturing in April 2030, meaning the interest rate it pays will move with the market with an extra 3.5% margin. This raise lifted NextDC’s available liquidity to approximately AUD$6.6 billion, with Barrenjoey acting as the sole structuring adviser and CBA, NAB and Westpac placing notes with investors. The notes rank below NextDC’s senior debt, but ahead of its earlier hybrid securities and ordinary shareholders.

Credit analysts have flagged the risk this structure carries. Yarra Capital’s Phil Strano noted that NextDC’s debt relative to earnings could climb well above 10 times by FY2026-28 unless the company raises further equity. This is due to the fact that they are spending heavily on new data centres before revenue is generated. This type of borrowing against future income, marks a different risk profile to the stable cash flow bond investors are used to with pricing.

For institutional investors, this signals a new category of borrower entering the Australian bond market. For DCM desks, it creates a growing pipeline of work advising infrastructure companies that are diversifying funding across equity, hybrids and subordinated debt.

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LevFin Leveraged Finance (LevFin) is a debt capital markets strategy where debt is raised for sub-investment grade companies (Ba1/BB+ credit rating or lower) to finance leveraged buyouts (LBOs), acquisitions, or recapitalisations. As these companies typically carry higher leverage relative to EBITDA, LevFin debt is priced at wider margins than investment-grade corporate lending to compensate investors for increased risk. Despite the higher cost of capital, LevFin enables private equity sponsors to amplify equity returns by funding acquisitions with greater debt and a smaller equity contribution. As returns are generated on a reduced equity base, successful value creation can translate into a significantly higher equity IRR.

Responsibilities Leveraged finance plays a crucial role in the functioning of the broader economy, enabling investment and allocating capital to businesses that are not able to access it through conventional bank lending or investment grade bond markets. Where such capital is then deployed, companies are able to fund growth and acquisitions without the dilution of existing shareholders, as a new equity issuance would require. Further, LevFin enhances market liquidity through the creation of an active secondary market. The trade of leveraged loans amongst institutional investors and highyield bonds allows for the continued repricing of risk, giving holders the ability to adjust positions or exit before maturity. This ability to sell down a position reduces the risk of holding it to maturity, resulting in a market in which lenders are more willing to participate in sub-investment grade credit.

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Leveraged Finance LevFin is further categorised on the basis of transaction size, separating large cap desks from the mid-market desk. Large cap desks such as Macquarie’s $AU11.6 billion proposal for Qube, scale growth by drawing from a broad base of institutional investors and CLOs to employ public high yield issuance and broadly syndicated Term Loan B structures. In contrast, as evidenced by Whiteoak’s growth equity injection into Zeus Street Greek, mid-market transactions entail club deals, a small group of lenders jointly funding a transaction, alongside direct lending from private credit funds. Though both desks operate the same core functionings of origination, structuring and syndication of acquisition debt, each desk interacts with a structurally distinct client segment and liquidity pool.

Similarly, though both coverages perform the same function, Debt Capital Markets (DCM) focuses on investment-grade issuers (Baa3/BBB- or higher), where debt is brought by a stable, low-risk tolerant investor base such as pension funds and insurers. In contrast, LevFin covers subinvestment grade issuances, where debt is priced at a materially wider spread and brought by a more specialised, risk-tolerant investor base including CLOs and high-yield bond funds. Similarly, where both LevFin and the Financial Sponsors Group (FSG) cover private equity clients, the role of the FSG is to maintain relational dialogue and advisory with the sponsor, whereas LevFin, by contrast, conducts the credit analysis, structuring of the debt package, and the ‘running’ of the LBO financing model that is required once a transaction is live.

6.1 Debt Tiers Leveraged loans are the most senior, typically priced against floating reference rates such as SOFR (US) or BBSW (Australia). They are usually secured through first or second liens over company assets and supported by covenants requiring borrowers to maintain financial standards, although structures increasingly use looser incurrence-based covenants.

High-yield bonds rank below loans, offering higher yields to compensate investors for lower recovery priority. Unlike loans, they are generally unsecured and repaid as a lump sum at maturity, often issued to institutional investors under Rule 144A. Mezzanine debt sits below both, using instruments such as convertible notes, warrants, or PIK features to provide additional leverage beyond traditional debt capacity. Sponsors use mezzanine financing to increase leverage while accepting a higher cost of capital.

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Leveraged Finance Transaction Trends Coinciding with this rise, refinancings, and shorter-term loan extensions continue to dominate the Australian loan markets, with refinancing deals accounting for 66.5 per cent of loan volume within the APAC region. Australia’s LevFin market ended the year well-positioned to support this M&A comeback, as strong APAC demand for Australian private credit and risk assets is expected to support competitive Australian Term Loan B (TLB) executions and increased lending activity.

7.1 Rise of Private Credit and Senior Bank Lending The private credit market played a significant role in syndicated lending throughout 2025, becoming a core financing channel for sponsors and borrowers. The Australian private credit market has grown at a 21% CAGR since 2015 to $234.5 billion in AUM, with non-bank lenders attracting borrowers through flexible structures, including Term Loan B (TLB) and unitranche financings with covenant-lite terms, PIK features and customised conditions.

KKR’s Australian private credit fund led the local market by deal count, completing six transactions during a period where the AU/NZ leveraged finance market recorded $19.1 billion in deal volume.

However, rapid growth has drawn scrutiny from ASIC, which has called for greater disclosure around governance, valuation practices and retail investor exposure.

Despite private credit growth, traditional senior bank lending has regained momentum as banks offer more flexible loan structures and compete for sponsor-backed transactions. Recent deals, including Pacific Equity Partners’ proposed $1.3 billion acquisition of Johns Lyng Group and Affinity Private Equity’s $965 million acquisition of Lumus Imaging, demonstrate sponsors continuing to favour senior bank debt over unitranche structures.

This reflects a broader shift in leveraged finance, with banks seeking to regain market share from private credit by expanding their lending appetite and improving flexibility on terms.

7.2 Resurgence of TLBs The resurgence in underwritten Term Loan Bs (TLB) in 2025 reflects a structural shift as investment banks re-enter the loan market, committing to funding loans in full before selling it down and thus, taking an execution risk not prevalent amongst private credit lenders. A TLB, is a syndicated loan traditionally granted by investment banks, distinct from a unitranche as it is structured for broad distribution across institutional loan investors rather than held by a single private credit fund.

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Leveraged Finance This prevalence reasserts the role of investment banks in loan origination and distribution, following an extended period in which private credit funds largely captured a disproportionate market share of large-cap sponsor-backed financings. Indeed, deals including EQT’s $AU500 million refinancing of Fitness P lion term loan facilitated by a ten-bank syndicate including Barclays, BNP Paribas and MUFG. Similarly, CC Capital’s Insignia acquisition saw UBS positioned as a syndicate manager across a cross-border debt package; a role that would have been given to a private credit unitranche in prior years. With margins on Australian cov-lite loans reaching the low 4% over benchmark, sponsors are able to access more cheaper, more flexible capital, as the advantage is expected to accrue to whichever sponsors, banks or credit funds can best arbitrage terms across TLB, unitranche and offshore markets.

7.3 Shift Towards ESG-related Issuance Environmental, Social and Governance (ESG)-related issuances continue to increase in leveraged finance, particularly within digital infrastructure. Australia’s data centre IT capacity is projected to more than double from 3.53 thousand megawatts in 2025 to 7.18 thousand megawatts by 2030, supported by over $3 billion in net overseas acquisitions of Australian data centres.

AirTrunk’s $16 billion sustainability-linked refinancing (a loan where the interest rate depends on meeting environmental targets) was backed by a consortium of 60+ banks and was the largest deal of its scale in APAC. However, Blackstone’s partial sell-down of AirTrunk’s stabilised SYD1 facility highlighted a shift from full-platform ownership towards capital recycling, where mature assets are sold to pension funds, sovereign wealth funds and insurers seeking long-term income, while capital is redeployed into newer growth opportunities.

Financing structures are also adapting, with NextDC committing to an inaugural $500 million subordinated bond. Priced with a view towards an eventual investment-grade credit rating, this provides access to a broader and cheaper base of debt investors as stronger credit profiles improve access to public debt markets.

In contrast, Firmus Technologies secured a $14 billion loan from Blackstone to fund its ‘AI Factory’ build-out ahead of a prospective IPO, relying on a single large private credit fund rather than a gradual transition towards public markets.

Ultimately, these transactions illustrate how the scale of capital expenditure required for AI and hyperscale demand is reshaping financing structures, with digital infrastructure expected to remain a major driver of Australian loan volume through 2026.

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FSG The Financial Sponsors Group is organised around a client type: financial sponsors, professional investors of private capital. This traditionally meant private equity firms, but the definition has broadened to include superannuation funds, wealth funds, infrastructure funds and private credit managers. Sponsors constantly buy, sell and refinance across portfolio companies, they are among the most valuable repeat clients in investment banking. FSG bankers own these relationships and coordinate services across the sponsor lifecycle: buy side M&A, leveraged finance to fund acquisitions, bolt ons during ownership, and exits via trade sale, IPO or sale to another sponsor, working alongside sector and product teams.

Responsibilities In Australia, FSG covers several sub-verticals. Global large cap buyout funds (Blackstone, KKR, Bain Capital, Brookfield) pursue multibillion dollar control deals; domestic mid-market private equity (Pacific Equity Partners, Quadrant, Allegro, Crescent) targets Australian businesses below that threshold; infrastructure and real assets managers (Macquarie Asset Management, IFM Investors) compete for long duration assets; superannuation and wealth funds (AustralianSuper, ART, GIC) increasingly invest directly rather than through external managers; and private credit managers (Apollo, Cerberus, KKR's credit arm) have become major buyers of loan portfolios from retreating banks.

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Financial Sponsors Group Transaction Trends 7.4 Sponsors Buying the ASX at a Discount The defining sponsor trend of the past year has been public to private deals, with private equity moving aggressively on listed companies the market has undervalued. PEP completed its take private of building services provider Johns Lyng in October 2025 via a scheme of arrangement at $4.00 per share: a ~$1.1 billion equity value and a 77% premium to the preapproach share price. It followed up in April 2026 with a $747 million, $1.40 per share bid for oOh!media at a 65% premium, which has escalated into a competitive auction, with I Squared Capital and Oaktree tabling revised proposals around $1.60 per share.

The drivers are clear. Sponsors are sitting on record undeployed capital that must be put to work, while public markets have punished small and mid caps facing short term earnings pressure: oOh!media had fallen 43% in the year before PEP's approach, creating a valuation gap sponsors can exploit. For boards and shareholders, an all cash offer at a large premium provides certainty against a risky turnaround; for sponsors, private ownership allows operational fixes away from continuous disclosure and market scrutiny. While that valuation gap persists the take private pipeline should stay full, and the steady delisting of quality mid caps will keep shrinking the ASX.

7.5 Tougher Exit Markets For sponsors, the hardest part of the cycle right now is getting out. A largely shut IPO window and a persistent gap between what buyers will pay and what sellers want have stretched holding periods beyond the typical three to five years, slowing distributions to the fund investors who expect their capital back. That pressure is forcing sponsors to run every exit avenue at once. The clearest example is Bain Capital's dual track process for aged care operator Estia Health, taken private in December 2023. While preparing a float targeting a roughly $3 billion valuation (raising ~$1 billion and retaining about half the business), Bain has simultaneously drawn bids: Regis at $2.2 billion, Opal HealthCare at $2.4 billion and Stonepeak at $2.5 billion, establishing a floor valuation should equity markets turn.

The logic is optionality and competitive tension: running an IPO alongside a sale process forces each set of buyers to price against the other, maximising value. The process also showcases how sponsors transform assets: Estia has grown from 75 to 94 homes under Bain. For public investors, sponsor vended IPOs warrant scrutiny of what value is left on the table, but every successful float rebuilds confidence. If conditions hold, expect the backlog of sponsor owned assets to test the ASX over the next 12-18 months.

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Financial Sponsors Group 7.6 Movement Beyond Buyouts Sponsors are also stepping into territory the banks are vacating. In November 2025, Westpac agreed to sell its $21.4 billion RAMS mortgage portfolio, one of the largest loan sales in Australian history to a consortium of ASX listed non-bank lender Pepper Money, KKR (investing through its asset based finance strategy) and PIMCO, with Pepper appointed servicer.

This reflects structural change on both sides: banks are shedding capital intensive or troubled assets (RAMS had been closed to new lending since 2024 after compliance failures), while sponsors want scalable, income generating portfolios that diversify their firms beyond buyouts.

For the market, it means private capital is becoming embedded in Australia's lending infrastructure, not just its corporate ownership. As bank retrenchment continues and private credit fundraising grows, sponsors' footprint across Australian financial services will only deepen, cementing FSG as one of the busiest groups in the bank.

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Restructuring Restructuring advises companies, creditors, shareholders and investors on transactions designed to preserve enterprise value, optimise capital structures and restore financial sustainability. While traditionally associated with financially distressed businesses, restructuring has evolved into a broader advisory discipline, with companies increasingly seeking advice before liquidity pressures become critical. Advisers combine financial analysis, cash flow forecasting and stakeholder negotiations to deliver solutions that maximise recoveries and position businesses for long-term stability.

Responsibilities The practice encompasses several interconnected sub-verticals. Financial restructuring includes debt refinancing, maturity extensions, covenant amendments and recapitalisations. Liability management modifies existing obligations through negotiated amendments, debt exchanges or tender offers before default. Special situations and private capital covers rescue financing and bespoke capital solutions involving private credit and alternative investors. Operational and strategic restructuring seeks to improve profitability through cost reduction, organisational simplification, asset disposals and portfolio optimisation. Distressed M&A involves acquiring or selling financially challenged businesses, while formal restructuring and insolvency includes voluntary administration, receivership, schemes of arrangement and liquidation.

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Restructuring Australia’s restructuring market remained active throughout FY25/26 as higher borrowing costs, persistent inflation and weaker earnings pressured corporate balance sheets. Insolvencies returned towards pre-pandemic levels, with SME failures elevated, while debt raised during the low-rate environment created refinancing challenges as maturities approached. Construction was particularly exposed due to fixed-price contracts, labour shortages and rising input costs, alongside distress across healthcare, aviation, retail and gaming.

At the same time, larger companies increasingly engaged advisers earlier to refinance debt, secure capital, reduce costs and divest non-core assets before liquidity pressure intensified. Restructuring has therefore expanded beyond traditional insolvency work into a broader practice combining private capital, operational transformation and distressed transactions. The following trends examine how private credit, preventative restructuring and distressed M&A are shaping the market.

Transaction Trends 8.1 Emergence of Private Credit for Funding One of the defining trends in Australia’s restructuring market has been the emergence of private credit as an alternative source of restructuring capital. As higher interest rates and tighter bank lending standards reduce refinancing capacity, private credit funds are increasingly providing bespoke rescue financing to support debt refinancing and operational turnarounds without immediate insolvency.

Australia’s private debt market reached approximately A$234.5 billion in assets under management during 2025, reflecting growing institutional demand for alternative credit. This shift is demonstrated by The Star Entertainment Group’s March 2026 US$390 million refinancing with WhiteHawk Capital Partners, which replaced traditional bank financing with a tailored facility linked to liquidity, asset coverage and operational milestones.

At the same time, HSBC’s decision to auction its A$30 billion-plus Australian loan portfolio reflects the broader retreat of traditional banks from capital-intensive lending. These transactions highlight a structural shift in corporate lending from regulated banks towards private lenders.

For borrowers, private credit provides flexible restructuring capital and reduces the risk of valuedestructive insolvency. For investors, it offers attractive risk-adjusted returns via secured lending, while banks can recycle capital into lower-risk assets. As debt maturities build, private credit is expected to become an important source of restructuring finance and advisory activity.

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Restructuring Australia’s restructuring market remained highly active throughout FY25/26 as elevated borrowing costs, persistent cost inflation and weaker earnings placed pressure on corporate balance sheets. Insolvencies have returned to around their pre-pandemic trend, with SME failures particularly elevated, while debt raised during the low-interest-rate environment is creating refinancing challenges as it matures. Construction remains especially exposed due to fixed-price contracts, labour shortages and rising input costs, while healthcare, aviation, retail and gaming have also experienced significant distress.

At the same time, larger companies are engaging advisers earlier to refinance debt, secure new capital, reduce costs and divest non-core assets before liquidity pressure becomes critical.

Australian restructuring has therefore expanded beyond reactive insolvency work towards a broader practice combining private capital, strategic transformation and distressed transactions.

The following trends examine how private credit, preventative portfolio restructuring and elevated distressed M&A activity are shaping the market.

8.2 Increase in Restructuring Before Financial Distress Australian companies are increasingly restructuring before financial distress becomes critical by divesting non-core assets, simplifying corporate structures and reallocating capital towards higherreturn businesses. Rather than waiting for covenant breaches or liquidity pressure, boards are using portfolio reviews to strengthen balance sheets and improve efficiency.

This trend is illustrated by Perpetual’s March 2026 agreement to sell its wealth-management business to Bain Capital for A$500 million upfront, with additional performance-linked consideration. Following the collapse of its proposed KKR transaction, the divestment allows Perpetual to simplify its structure, reduce debt and refocus on its core asset-management and corporate-trust businesses.

Similar operational restructurings have emerged across major Australian corporates, including CSL’s planned separation of Seqirus, ANZ’s organisational overhaul and Santos’ regional business reorganisation, reflecting broader pressure to improve returns despite generally healthy balance sheets.

For sellers, these transactions release capital and improve strategic focus, while buyers gain access to established businesses that may create greater value under focused ownership. As shareholder expectations around capital efficiency continue to rise, preventative restructuring is expected to become an increasingly important part of Australia’s corporate transaction landscape.

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Restructuring 8.3 Elevated Restructuring Activity Fuels Distressed M&A Opportunities While companies are increasingly restructuring earlier, formal insolvencies remain elevated across Australia, maintaining a strong pipeline of distressed M&A opportunities. ASIC recorded 14,722 first-time external administrations during FY2025, up 33.2% on the previous year, reflecting higher financing costs, accumulated tax liabilities, weaker consumer demand and persistent inflation.

Businesses unable to refinance or raise capital are increasingly entering formal restructuring processes, creating opportunities for strategic buyers and private capital investors to acquire viable businesses at distressed valuations. The restructuring of Regional Express (Rex) demonstrates this dynamic, with the airline entering voluntary administration before its regional operations were sold to Air T under a Deed of Company Arrangement in late 2025. The transaction preserved valuable aviation assets while separating them from unsustainable liabilities.

For sellers and administrators, formal restructuring improves the potential for preserving operations and creditor recoveries relative to liquidation. For buyers, it provides access to established businesses at attractive valuations, while creditors benefit where viable companies are successfully recapitalised.

Distressed M&A is expected to remain a key feature of the Australian restructuring market, particularly across fixed-cost sectors such as aviation, construction and hospitality, reinforcing the role of advisers in preserving enterprise value through complex transactions.

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Deal Processes Deal processes are the different methods by which investment banking transactions are conducted, each designed to suit the objectives and circumstances of a particular deal.

Investment banks manage these processes from preparation to completion, helping clients execute transactions efficiently while maximising value and minimising execution risk.

Merger, Acquisition, Initial Public Offering (IPO), Buyout, Takeover Defence, Auction

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Merger A merger is the combination of two companies into a single entity, typically structured so that the shareholders of both businesses own part of the combined group. Unlike a traditional acquisition where one party acquires control of the other, mergers are often structured so that shareholders of both companies retain an ownership interest in the combined entity. Mergers are commonly paid for in shares (an "all-scrip" deal) or are largely scrip-based and are often presented as a partnership between two businesses.

1. Strategic Rationale The merger process starts with identifying the strategic rationale on both sides. Company boards and management identify why the merger should proceed, considering whether there is greater scale, cost synergies, diversification, or a stronger balance sheet. They also assess whether the merged business will be better positioned to compete, access new markets or respond to industry change. If the strategic logic is not compelling, even a well-structured transaction is unlikely to gain the support of boards, shareholders or the market.

2. Due Diligence Once both sides agree to consider a deal, advisers are appointed, and the companies exchange confidential information under non-disclosure agreements so that each company can conduct their due diligence on the other. As both shareholder groups will own the merged company, diligence typically runs in both directions, making mergers more complex than one-way acquisitions.

3. Negotiation The most heavily negotiated term is the merger ratio: how many shares in the combined entity each side's shareholders will receive. This reflects the relative valuation of the two businesses, so advisers build valuation models and assess prospects to support their proposed ownership split.

Alongside the merger ratio, the companies also negotiate governance arrangements, including board composition, the appointment of the CEO and chair, and the future name and headquarters of the combined group. These issues can be just as important as valuation negotiations because they determine how the combined business will be managed following the merger.

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Merger 4. Shareholder Approval Once terms are agreed upon, the companies enter an implementation deed and announce the transaction. In Australia, mergers of listed companies are commonly implemented through a scheme of arrangement, which generally requires approval by at least 75% of the votes cast by shareholders, together with a majority in number of shareholders voting, and court approval. The scheme will also be subject to any required regulatory approvals, including clearance from the ACCC and approval from FIRB where relevant. An independent expert is often engaged to provide an opinion on whether the transaction is fair and reasonable to shareholders, and a scheme booklet containing details of the merger and the independent expert report is distributed before the vote.

5. Post-Merger Integration After completing the merger, the firms’ systems, teams, and cultures must be integrated, and duplicate roles should be eliminated to deliver the promised synergies. Markets judge the effectiveness of a merger on whether the combined group performs better than the two standalone companies would have. Not all companies merge, which is why company boards approach mergers cautiously and plan their integration well before completing the merger.

Barriers to Completion Despite the potential benefits, not all mergers succeed. Transactions can fail due to disagreements over valuation, governance or leadership roles, adverse due diligence findings, shareholder opposition, or regulatory concerns. Even where a merger is completed, the merged companies may not achieve the expected synergies if their integration proves more challenging than expected.

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Acquisition An acquisition is the purchase of one company (the target) by another (the acquirer), where the acquirer takes control of the target. Investment banks advise bidders on what to pay and how to structure the deal (buy-side) or advise targets on extracting the best price (sell-side). Acquisitions are the most common form of M&A transaction and may be structured as cash, scrip or cash-and-scrip deals.

1. Strategic Rationale The acquisition process begins with identifying its strategic rationale. A bidder identifies a target company that may help achieve its commercial objectives, whether by expanding market share, entering new markets, acquiring complementary capabilities, increasing scale or generating cost synergies. Before pursuing a transaction, the bidder will typically assess the target's value, strategic fit and potential risks.

2. Due Diligence A friendly acquisition of a listed company typically begins with a confidential, non-binding indicative offer (NBIO) to the target company's board. If the board considers the proposal attractive enough, it will typically grant the bidder access to conduct due diligence, often through a virtual data room containing the target's financial, legal and commercial information. In a competitive sale process, advisers may first distribute an executive summary or offering memorandum to potential buyers, require interested parties to execute non-disclosure agreements (NDAs), and invite indications of interest (IOIs) before shortlisting bidders to proceed with further due diligence, management presentations, and subsequent bidding rounds.

Diligence findings feed into determining the final price, and the parties then negotiate the legal, financial and operational contracts to be used, which may include a Scheme Implementation Deed where the acquisition is being implemented using a scheme of arrangement. Key terms negotiated typically include price, conditions, break fees and exclusivity provisions such as no-shop and notalk clauses. Following final bid submissions, a preferred bidder may be selected and transaction documentation negotiated prior to announcing the deal.

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Acquisition 3. Approval In Australia, there are two main ways to acquire control of a listed company. The most common structure is a scheme of arrangement, which generally requires shareholder approval and court approval. Alternatively, a bidder may make an off-market takeover bid directly to shareholders. If successful, the bidder may acquire control of the target and, if it reaches at least 90% ownership, acquire the remaining securities from minority shareholders. Both structures may also require regulatory approvals, including clearance from the ACCC and approval from FIRB where relevant.

Once all conditions are satisfied, ownership of the target company passes to the bidding company.

Private company acquisitions operate differently, usually as a competitive auction managed by the seller's bank. The seller's advisers distribute a teaser and information memorandum to potential buyers, collect indicative first-round bids, shortlist parties into a second round with management presentations and deeper due diligence, and then take binding offers, using the competition between bidders to maintain momentum throughout the process.

4. Post-Acquisition Integration For target shareholders, one of the most important measures of a deal is the premium offered above the target's undisturbed share price. For the bidder, success depends on whether the expected benefits of the acquisition can be realised after completion. Following the acquisition, ownership of the target company transfers to the bidder. More attention is placed on integrating the two companies now, particularly on combining operations, implementing governance changes and delivering the synergies that originally justified the acquisition.

Barriers to Completion Despite the potential benefits, not all acquisitions succeed. Transactions may fail due to valuation disagreements, financing issues, adverse due diligence findings, shareholder or regulatory opposition, or an inability to agree on key terms. Even after completion, acquisitions may not deliver the anticipated synergies if integrating the target business proves more challenging than expected.

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Initial Public Offering (IPO) An initial public offering (IPO) is a process through which a company offers its shares to public markets for the first time and lists (“floats”) on a stock exchange (e.g. ASX).

Companies undertake IPOs to raise capital for growth, provide liquidity for existing shareholders, or establish a listed equity currency that can be used for future acquisitions.

1. Selection of Underwriter The process typically begins 6 to 12 months before listing, where the company appoints advisers to help prepare the offer. The investment banks, often referred to as Joint Lead Managers (JLMs), coordinate the IPO process and act as underwriters. An underwriter assists with pricing, marketing, and executing the IPO and may agree to purchase any shares not taken up by investors after floating, providing the company with greater certainty over the funds raised.

2. Due Diligence A significant amount of work is devoted to due diligence and drafting the prospectus, which is the disclosure document provided to investors. The prospectus outlines the company's business, financial information, growth strategy, use of proceeds, management, ownership and risks and must comply with the disclosure requirements of the Corporations Act.

3. Marketing & Pricing Once the prospectus is complete, management and the JLMs market the offering to potential investors via a roadshow. This involves a series of meetings with institutional investors, such as pension funds and fund managers, to explain the company's investment proposition, inform about the company’s performance, answer questions, and gauge demand.

The offer typically results in a bookbuild, in which institutional investors submit bids indicating the number of shares they wish to purchase and the price they are prepared to pay. Together with feedback received during the roadshow, this helps determine the final offer price, the size of the offer and how shares are allocated. JLMs generally favour long-term institutional investors over short-term traders, as they are more likely to provide a stable shareholder base following listing.

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Initial Public Offering (IPO) 4. Trading Once pricing is finalised, shares are allocated and the company is admitted to the ASX. Trading then begins on the market. The company's performance following listing is closely watched, as it can influence investor confidence in both the company, the sector and the broader IPO market.

5. Escrow and Exit Strategies Where founders, management or existing investors retain a significant shareholding after the IPO, escrow (“lock-up”) arrangements may restrict the sale of some shares for a specified period following listing, often between 6 and 24 months. These arrangements help promote market confidence and align the interests of existing and new shareholders. For private equity owners, an IPO is often considered alongside other exit options, including a trade sale. Running an IPO and sale process in parallel can help maximise competitive tension and improve outcomes for shareholders.

Reasons for Potential Underpricing Underwriters may set the offer price below intrinsic value to ensure the issue is fully subscribed and minimise the risk of an unsuccessful offering, thereby protecting their reputation and reducing potential liability. Underpricing also rewards institutional clients who receive allocations with strong first-day returns, helping investment banks maintain valuable client relationships. Company owners may also accept underpricing because an IPO is typically a once-in-a-lifetime capital-raising event, where maximising execution certainty and market reception is often considered more important than capturing every dollar of value.

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Buyout A buyout is an acquisition led by a financial sponsor, most commonly a private equity firm.

Buyouts are often financed using a combination of equity contributed by the sponsor and debt raised against the target business. This structure, known as a leveraged buyout (LBO), allows the sponsor to acquire larger businesses using debt, which is generally cheaper than equity and can enhance returns if the investment performs well.

1. Sourcing The process begins with the sponsor identifying a suitable investment opportunity. These may emerge through competitive auction processes, approaches from advisers, direct engagement with management teams or founders, or through the sponsor's own industry relationships and research.

Before proceeding, the sponsor develops an investment thesis outlining how value can be created and ultimately realised.

2. Due Diligence Once a target has been identified, due diligence is undertaken alongside discussions with lenders.

The sponsor assesses the target's current and future financial performance and risks, while lenders evaluate the level of debt the business can support. Since the acquired company will typically carry the acquisition debt after completion, sponsors generally favour businesses with stable cash flows and predictable earnings.

3. Acquisition and Ownership Where the target is publicly listed, the transaction is often structured as a take-private acquisition and follows the same process as other public company acquisitions, including due diligence, negotiation of transaction documentation, shareholder approval, and any required regulatory approvals.

A distinctive feature of many buyouts is management alignment. Senior executives are often encouraged or required to invest alongside the sponsor by retaining or reinvesting part of their equity interest to align management incentives with those of the new owners.

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Buyout 4. Value Creation Following completion, the sponsor focuses on increasing the value of the business. This may involve improving operational performance, expanding into new markets, making complementary acquisitions, strengthening management, and investing in systems and processes. At the same time, the company’s cash flows are used to pay down acquisition debt.

5. Exit Buyouts are typically held as medium-term investments, often for three to five years. During this period, the sponsor executes its value-creation strategy and seeks to grow the company's earnings and overall value. The sponsor will then seek to realise its investment through a trade sale, secondary buyout or an IPO.

Barriers to Completion Transactions can fail due to excessive leverage, inaccurate valuation assumptions, weak operational improvements, adverse market conditions, or an inability to generate sufficient cash flow to service debt. Buyouts may also underperform if the private equity sponsor fails to implement its value creation strategy, achieve expected growth, or execute a successful exit. Even where the acquisition is completed, high debt levels and integration challenges can limit returns and increase the risk of financial distress.

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Takeover Defence Takeover defence refers to the strategies used by a target company in response to an unsolicited or hostile approach. The focus is not only on resisting a bid, but on ensuring shareholders receive a fair value for the company, whether it be asking for an improved offer, introducing a competing bidder or leaving operations unchanged.

1. Offer Assessment The process begins when the target board receives an offer from a potential acquirer. The board then appoints financial and legal advisers to assess the proposal and evaluate the company's standalone value. Directors must determine whether the offer accurately reflects the company's prospects, strategic position, and future growth opportunities. If the board believes the proposal undervalues the company, it may publicly reject the offer and explain why it is not in shareholders' best interests. This can help shape market expectations and establish a framework for further negotiations.

2. Response Once a bid becomes public, the target board considers its strategic options. One of the most effective defence strategies is to encourage interest from alternative friendly third-party bidders, creating competitive tension and increasing the likelihood of a higher offer. Actively soliciting or accepting a friendly bid from an alternative acquirer to block an unwelcome or hostile takeover attempt is also known as a “white knight” approach. While pursuing a white knight is one of the most common takeover defences, boards may also consider alternative defensive strategies, including a white squire, crown jewel defence, poison pill, Pac-Man defence, golden parachutes, greenmail, and targeted shareholder engagement.

The board may also seek to highlight the value of the company's standalone strategy by communicating future growth opportunities, business performance, or other factors that it believes are not fully priced into the offer. At the same time, directors may engage with major shareholders to gauge their views and assess likely support for the transaction.

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Takeover Defence 3. Regulatory Considerations In Australia, takeover activity is governed by the Corporations Act and overseen by the Takeovers Panel. The Panel seeks to ensure that acquisitions of control take place in an efficient, competitive, and informed market. Public statements made by bidders, targets and major shareholders during a takeover can be highly significant. Under the Takeovers Panel's 'truth in takeovers' policy, certain public statements may be expected to be honoured and can influence the conduct of the bid.

4. Outcome A takeover defence typically ends in one of three ways. The bidder may withdraw its proposal, leaving the company independent. Alternatively, the bidder may increase its offer and secure the board's recommendation. In some cases, a competing bidder emerges and acquires the company instead.

Ultimately, the success of a takeover defence is measured by the outcome achieved for shareholders. Even where a company is ultimately sold, the defence may be considered successful if it results in a materially improved offer or a more competitive sale process.

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Auction Auction Process An auction process is a competitive sale process in which multiple potential buyers are deliberately invited to submit bids for a company or asset structure, creating tension a seller could not otherwise generate in a single bilateral negotiation. Auctions are commonly deployed in private company sales, sponsor exits, corporate divestments and carve-outs, where a seller holds significant leverage over the process to be able to run a structured, multilateral sale rather than negotiations with a counterparty alone.

The process begins with the distribution of marketing materials and an information memorandum to the first round of prospective bidders, before granting a smaller group access to conduct due diligence, who then submit indicative and eventually binding offers as the auction progresses.

Auctions are principally deployed to maximise price and improve deal terms, whilst also increasing transaction certainty where multiple committed bidders remain in reserve. Investment bankers are frequently appointed to manage this process, both to maintain competitive tension and to control of information such that no party gains an advantage over the terms available to others. However, if the auction process is deemed prolonged, the risk of buyer fatigue and disruption to management presents itself. The deterioration of market conditions mid-process may ultimately fail to produce the seller’s desired outcome, leaving it either accepting a lower price or withdrawing from the sale of the asset altogether.

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Deal Structures Deal structures are how investment banking transactions are financed and arranged, with each structure tailored to the objectives, risk preferences, and financial needs of the parties involved. Investment banks advise clients on the optimal combination of funding sources, considerations, and transaction terms to ensure successful execution.

Scheme of Arrangement Off-Market Takeover Bid Bilateral Sale Management Buyout Rights Issue / Entitlement Offer

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Deal Structures Scheme of Arrangement Commonly used in Australia, a scheme of arrangement is a binding, court-approved statutory arrangement between a company and its stakeholders, used to acquire or merge listed companies.

Under a scheme, shareholders are given the right to vote on a proposed transaction, where, if approvals are obtained, changes to a company’s share capital, assets or liabilities are legally binding on all shareholders. The scheme structure is frequently used in absolute takeovers of a target company and is generally viewed as the preferred structure for friendly public company transactions. It is commonly used in mergers, take-privates and strategic acquisitions where a target board supports the proposal.

Scheme structures are often used more than the takeover bid structure, largely due to its certainty of outcome. Unlike a takeover bid, a bidder does not need to individually secure acceptances from shareholders once the scheme is approved. However, schemes are time-consuming and rely heavily on target board support. Given their legal nature, these highly structured arrangements require significant preparation before transactions are implemented, and remain vulnerable to shareholder rejection, regulatory intervention and adverse market developments before obtaining court approval.

Off-Market Takeover Bid An off-market takeover bid is a formal offer made directly to a target’s shareholders to acquire their shares, separate from an on-market bid in that shares are transferred directly between the bidder and shareholder rather than through the ASX. The bidder establishes terms of the offer through a statement, whilst the target board advises shareholders to either accept or reject these terms in response to the statement. Unlike a scheme of arrangement, an off-market bid requires neither target board support nor court approval, giving shareholders the individual autonomy to make decisions rather than being collectively bound by a shareholder vote.

The off-market takeover remains advantageous due to its flexibility. A bidder may proceed without a board recommendation and unlike a scheme, may still obtain control without acquiring full ownership. However, in exchange for this greater flexibility, bidders forego the certainty of outcome, as they often take longer to complete than schemes. Similarly, off-market takeover bids remain vulnerable to insufficient acceptances, emergences of competing bids, elevated transaction costs relative to a scheme, and the possibility of acquiring a controlling yet sub 90% stake without achieving full compulsory ownership, leaves minority shareholders on issue.

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Deal Structures Bilateral Sale Conducted within a competitive framework, a bilateral sale is a negotiated transaction between a single buyer and seller. Unlike an auction process, the seller does not market the asset to multiple prospective parties, and instead engages in an exclusive negotiation with a single preferred counterparty.

Companies often deploy bilateral negotiations when a sale requires confidentiality, time considerations, or if a clear strategic buyer exists and is able to propose an attractive price.

Bilateral sales are quicker to execute and are less disruptive to the target’s ongoing operations.

The collaborative nature is contrasted to the adversarial dynamic present within the auction process. However, the principal disadvantage lies in the absence of a competitive landscape prevalent within the auction process. Without rival bidders to benchmark against, the seller possesses less negotiating leverage and is more prone to achieving a lower valuation.

Counterintuitively, should negotiations fail, significant time is further expended to find another alternative bidder who is able to preserve the momentum of the sale.

Management Buyout (MBO) A management buyout is a transaction in which a company’s existing management team acquires ownership of the business, typically requiring funding from private equity sponsors or lenders.

Management buyouts occur when firms recognise a business has greater potential than the current owners or investors recognise, and consequently seek to capture that value for itself rather than continuing to operate the business on behalf of others.

Where management already possesses an intimate understanding of the business, the MBO reduces both due diligence and operational integration risks faced by the integration of new buyers. Further, this preserves the continuity between internal staff and the consumer and supply base, as it preserves the function and responsibilities of individuals before the transaction.

However, MBOs create an inherent conflict of interest, as current management must fulfil an obligation to existing owners in achieving a fair price, but must simultaneously acquire the business at the lowest price in their personal interests. Financing also proves challenging to this buyout, as management teams rarely hold sufficient personal capital to fund an acquisition, requiring the presence of sponsors or lenders to underwrite the majority of the purchase price. In the event of default, financial consequences may prove to be significant for management, whose personal wealth is tied to the business and sponsors, whose returns depend on the management team now leveraged against the business it is running.

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Deal Structures Rights Issue / Entitlement Offer A rights issue or entitlement offer is a capital raising in which existing shareholders are granted the right to purchase additional shares, typically priced at a discount to the prevailing market price to incentivise a take-up. The structure enables a company to acquire greater amounts of new equity whilst preserving existing shareholders and their ability to maintain proportional ownership.

Companies typically undertake rights issues to fund acquisitions, repay existing debt and strengthen the balance sheet, with the structure chosen precisely because it draws on the existing shareholder base rather than requiring a sponsor to source greater capital. Similarly, existing shareholders look favourably upon rights issues, as participating in the capital raising allows them to avoid dilution had shares been issued to broader investors. However, rights issues are frequently undertaken during periods of financial stress, which can create negative market perceptions regardless of the raising’s actual valuation. Further, rights issues are prone to insufficient shareholder participation, should existing holders lack capital or the appetite to take up their entitlement, resulting in downward pressure on the share price as the market absorbs the discount. Where the raising is not fully subscribed, underwriters are required to step in and acquire the shortfall themselves, ensuring the firm receives the total funds it sought to raise regardless of shareholder take-up.

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Deal Considerations Deal structures determine how consideration is delivered to sellers, with the primary options being cash, scrip (shares), or a combination of both. Investment banks advise clients on the optimal mix based on valuation, funding capacity, shareholder objectives, market conditions and transaction certainty. The choice of consideration impacts ownership outcomes, financing requirements and risk allocation between buyers and sellers.

Cash Offer Scrip Offer Cash-and-Scrip Offer

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Deal Considerations Cash Offer A cash offer is a transaction in which shareholders receive cash considerations in exchange for their shares, distinct from a scrip offer where target shareholders are issued new shares in the merged entity. It is the simplest and most common acquisition structure, used when the bidder seeks complete ownership of the target by prioritising certainty of value over any economic exposure to the combined entity.

Shareholders often favour cash as it provides immediate liquidity and reduces the risk of future exposure to the combined entity. For a bidder, cash offers are similarly attractive as they prevent share dilution to existing shareholders and simplify the transaction structure to remove the need to value or issue new scrips as part of the consideration. However, cash transactions require significant upfront capital, often exceeding existing balance sheet cash, increasing leverage if debt is used to finance the acquisition. If expected synergies subsequently fail to materialise, it is the acquiring company’s shareholders who bear this cost, as the diluted return on equity and the debt deployed for funding ultimately fall short of the return originally underwritten in the deal thesis.

Scrip Offer A scrip offer is an acquisition in which target shareholders receive newly issued shares in the bidder in exchange for surrendering their equity within the target, with the exchange ratio between target and bidder shares dependent on the relative valuations of the two businesses. As a result, target shareholders become shareholders in the combined entity going forward, thereby participating in any future upside generated through the transaction.

Scrip offers are commonly used when the bidder wishes to preserve cash, maintain existing debt capacity, balance sheet flexibility, or to align the interests of shareholder groups under a combined entity. Scrip offers also bridge valuation gaps where sellers accepting the scrip continue to participate in future value creation they may otherwise have disputed at signing. However, target shareholders remain vulnerable to fluctuations within the bidder’s own share price. Where market conditions deteriorate, or if integration underdelivers, the value of the consideration received may decline accordingly. Scrip transactions are also structurally more complex than the cash offer, as target shareholders must additionally evaluate the value and prospects of the bidder’s business, whilst governance rights, ownership and the merger ratio frequently emerge as points of negotiation between the two shareholder bases.

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Deal Considerations Cash-and-Scrip Offer A cash-and-scrip offer combines both forms of consideration, whereby target shareholders receive an upfront cash payment alongside newly issued shares in the bidder, retaining a continued ownership interest in the combined business rather than exiting entirely.

This structure is commonly favoured as it produces both certainty and upside, allowing sellers to obtain partial liquidity through a cash component whilst maintaining the right to participate in future value creation of the combined entity. Similarly, for the bidder, it allows cash to be preserved relative to the cash offer whilst simultaneously reducing share dilution relative to a scrip transaction. Cash-and-scrip offers are further deployed where the bidder and target hold differing views on valuation, functioning as a compromise in which the seller is able to liquidate value today whilst simultaneously being able to participate in and be compensated by any value creation the bidder believes will subsequently validate a higher price. However, this structure creates valuation uncertainty as shareholders must separately assess both the cash that is to be received and the uncertain future value of shares retained. Market volatility may further affect the value of the pure scrip offer, whilst financing and leverage risks remain persistent, similar to pure cash offers.

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The Dealbook The Dealbook is FMAA’s dedicated transaction appendix, bringing together 40+ major Australian investment banking deals across M&A, capital markets and private equity. Compiled from FMAA’s weekly transaction updates, it covers key transactions announced or completed across FY2026 alongside select historical deals, highlighting deal rationale, strategic drivers, transaction details and advisers involved.

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Consumer Retail L’Oréal Acquires Color Wow to Strengthen Professional Haircare Portfolio L'Oréal has acquired Color Wow, one of the fastest-growing prestige professional haircare brands, in a transaction completed on 9 September 2025. The acquisition strengthens L’Oréal’s Professional Products division by adding a highly recognised brand with strong consumer loyalty, innovative products, and significant global growth potential.

Founded in 2013 by Gail Federici, Color Wow has built a strong position in the U.S. and U.K. professional haircare markets, gaining recognition among stylists, media, and consumers. The brand has won more than 130 beauty awards, with flagship products including Dream Coat and XL Bombshell Volumizer, which address key consumer trends including frizz control, volumising, and hair transformation solutions.

The acquisition reflects the continued attractiveness of the premium beauty and personal care sector, where strategic buyers are seeking brands with strong customer engagement, differentiated products, and scalable omnichannel distribution. Color Wow’s presence across salons, selective retail, and e-commerce platforms provides L’Oréal with an established platform to accelerate international expansion.

The transaction aligns with L’Oréal’s strategy of expanding its portfolio of high-growth beauty brands while leveraging its global distribution network, marketing capabilities, and operational scale. With 37 international brands, over 90,000 employees, and FY24 sales of €43.5 billion, L’Oréal is positioned to support Color Wow’s continued growth and strengthen its position in professional haircare.

The deal further highlights consolidation trends within the beauty industry, following recent transactions such as Estée Lauder Companies’ acquisition of DECIEM. Houlihan Lokey acted as the exclusive financial advisor to Color Wow.

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Consumer Retail Reverse Takeover Creates $34 Billion Pharmacy Powerhouse Chemist Warehouse completed its merger with Sigma Healthcare in February 2025, creating one of Australia’s largest listed consumer healthcare businesses with a market capitalisation of approximately $34 billion. Structured as a reverse takeover, the transaction saw Sigma acquire 100 per cent of Chemist Warehouse in exchange for shares and a $700 million cash payment, with former Chemist Warehouse shareholders emerging as the majority owners of the combined ASXlisted entity.

The merger brings together Chemist Warehouse’s dominant retail pharmacy network with Sigma’s wholesale and distribution infrastructure, creating a vertically integrated healthcare platform spanning retail, franchising, wholesaling and logistics. The combined group now supports more than 880 franchised pharmacies and supplies over 3,500 pharmacies across Australia, providing significant scale advantages in an increasingly competitive healthcare retail market.

The transaction was one of the largest mergers completed in Australia in recent years and required extensive regulatory review. The ACCC approved the deal in November 2024 subject to courtenforceable undertakings, clearing the way for implementation in February 2025. Shareholder support was overwhelming, with more than 99 per cent of Sigma shareholders voting in favour of the merger.

Management believed the combination would unlock substantial long-term value through supply chain efficiencies, stronger purchasing power and accelerated domestic and international expansion. With over 600 Chemist Warehouse stores and a leading position in Australian pharmacy retailing, the merged entity is expected to leverage Sigma’s distribution capabilities to drive future growth. The deal highlights continued investor appetite for scaled consumer businesses with strong market positions, even amid a challenging economic environment.

Goldman Sachs acted as the exclusive advisor to Sigma Healthcare, while Rothschild & Co and Oaktree Capital acted as financial advisers to Chemist Warehouse on the transaction.

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Consumer Retail Taking a Bite: Whiteoak Secures Stake in Zeus Street Greek Whiteoak has acquired a significant stake in Mediterranean fast-food chain Zeus Street Greek, injecting growth capital into a business generating more than $100 million in revenue. The investment comes from Whiteoak’s Growth Fund II, which typically targets control positions in mid-market companies valued up to $100 million. For Zeus, the deal supports the next phase of expansion after a decade of growth led by co-founder Costa Anastasiadis, who previously built and sold pizza chain Crust to Retail Food Group for $41 million.

The transaction reflects broader private equity interest in Australia’s quick-service restaurant sector following the $3 billion listing of Guzman y Gomez in 2024. Investors are increasingly targeting scalable food concepts with strong unit economics, with recent activity including investments in El Jannah and Sushi Sushi. As a result, well-established chains with national rollout potential are attracting premium valuations.

With Whiteoak’s backing, Zeus Street Greek plans to accelerate expansion beyond its current 45store footprint to around 150 locations by 2030, alongside a push into drive-through formats. The business is also tracking toward roughly $120 million in annualised revenue and has already expanded into grocery through a Woolworths product line.

Deloitte, PwC and Corrs advised Whiteoak on the transaction, while Zeus Street Greek was advised by Novo Capital, KPMG and Hitch Advisory. The founders will retain a meaningful stake in the business following the recapitalisation.

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Consumer Retail Pierced by Demand: SkinKandy’s Upsized IPO Signals a Confident ASX Debut SkinKandy successfully completed its ASX listing following an upsized $160 million IPO, increased from the initial $146.3 million offer size after a surge in institutional investor demand ahead of bookbuild close. The offer price was fixed at $2.20 per share, implying a $245.7 million market capitalisation and an 11.1x EV/EBITDA (NTM) multiple at listing.

Founded in 2010 from a single Queensland studio, SkinKandy has expanded into one of Australia and New Zealand’s largest specialist body piercing and jewellery retailers, operating more than 100 stores across the region. The company offers piercings across more than 65 body placements alongside an extensive jewellery range, positioning itself to capitalise on growing consumer demand for self-expression and body art.

The transaction provided a partial secondary exit for growth-focused private equity sponsor Whiteoak, whose ownership stake reduced to 23.2 per cent from 28.8 per cent as increased investor demand facilitated a larger sell-down. CEO Dain Friis retained a 3.2 per cent fully diluted interest, while the free float settled at approximately 65.1 per cent post-listing. Whiteoak’s residual holding remains subject to hard escrow until the release of SkinKandy’s first-half FY27 results.

Management is positioning the listing as the foundation for international expansion, with proceeds expected to support further store rollouts, brand development and offshore growth initiatives. The company is seeking to leverage its established retail footprint, vertically integrated operating model and strong brand recognition to expand into new markets amid rising global demand for piercing and jewellery services.

Barrenjoey and Morgans Corporate acted as joint lead managers to the offering. The deal follows the successful March IPO of Koala, which was also led by the same syndicate. The upsized raising and increased sponsor sell-down highlighted strong institutional appetite for SkinKandy’s consumer retail growth story despite a subdued broader IPO market.

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Consumer Retail Financial Workout: Quadrant Explores Fitness & Lifestyle Recapitalisation Quadrant Private Equity is exploring a potential A$1.6 billion recapitalisation of Fitness & Lifestyle Group, owner of Fitness First Australia, Jetts Fitness New Zealand and Thailand, and Barry’s Bootcamp, as it seeks to address the company’s highly leveraged capital structure. The process represents an alternative to a previously launched sale process, with Quadrant’s bankers engaging with prospective lenders and buyers to evaluate options for the business.

Fitness & Lifestyle Group carries approximately A$1.6 billion of senior bank and mezzanine debt, with total liabilities exceeding A$2.4 billion including lease liabilities. Debt servicing costs reached A$246 million in FY2025, including A$190 million of interest expenses, highlighting the financial pressure created by the group’s significant leverage.

Under the potential recapitalisation, Quadrant is exploring a new debt facility with alternative lenders to refinance existing lenders, including BlackRock’s HPS Investment Partners, Westpac and HSBC. The process could extend debt maturities, improve financing terms and provide additional capital to support future growth. HPS is also considering converting its A$831 million mezzanine debt position into equity, which could result in the lender gaining control of the business alongside Quadrant.

Despite balance sheet challenges, Fitness & Lifestyle Group’s operating performance has remained strong, with the business generating more than A$140 million of EBITDA and A$155 million of run-rate EBITDA expected for FY2026. JPMorgan continues to engage with potential buyers as part of the separate sale process, with prospective acquirers assessing the operating business and its earnings profile.

This sale process highlights the challenges faced by highly leveraged private equity-backed businesses in a higher interest rate environment, as sponsors and lenders explore recapitalisation solutions to preserve value and support future growth.

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Healthcare Scanning for Scale: PEP Targets Qscan Pacific Equity Partners (PEP) has entered exclusive negotiations to acquire Infratil’s 59.6% stake in medical imaging provider Qscan in a transaction valued at approximately A$900 million. The proposed acquisition follows a competitive auction process in which PEP’s Secure Assets Fund emerged ahead of rival bidders, with the transaction expected to conclude Infratil’s five-year investment in the business.

Qscan operates a network of 80 standalone medical imaging clinics across Australia, providing Xray, MRI, CT and other diagnostic imaging services. For the year ended 31 March, the business generated A$354 million in revenue and A$87 million in EBITDA before fair value adjustments, highlighting its position as a scaled provider within Australia's diagnostic imaging sector.

The transaction reflects continued investor demand for healthcare infrastructure and essential services businesses with resilient earnings and recurring demand. Qscan attracted interest from several financial sponsors and infrastructure investors, including Bain Capital and InfraRed Capital Partners, as competition for high-quality healthcare platforms remains strong. The proposed acquisition also follows heightened deal activity in the diagnostic imaging sector after Affinity Equity Partners' acquisition of Lumus Imaging in 2024.

UBS is advising Infratil on the sale process, while Allier Capital and Rothschild Australia are acting as financial advisers to Pacific Equity Partners. Gilbert + Tobin is providing legal counsel to PEP. The transaction highlights ongoing private equity appetite for scaled healthcare platforms offering defensive cash flows and opportunities for long-term operational growth.

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Healthcare A Winning Smile: Genesis Capital Expands Dental Footprint Genesis Capital successfully completed its acquisition of Pacific Smiles Group following a competitive takeover battle with rival private equity firm Crescent Capital Partners. The contest concluded after the Australian Takeovers Panel declined to make further orders regarding Genesis’ acquisition of a near 20% stake in the ASX-listed dental group, allowing Genesis to maintain its strategic position and proceed with its takeover offer.

The takeover battle saw both private equity firms pursue Pacific Smiles, which operates approximately 120 dental clinics across Australia. Crescent initially submitted a superior $303 million offer through its portfolio company National Dental Care, surpassing Genesis’ original $279 million proposal. However, Genesis leveraged its existing 19.9% stake, acquired through an equity derivative transaction hedged by Jarden in December 2023, as it increased its offer and ultimately secured control of Pacific Smiles.

The transaction reflects the ongoing consolidation trend within Australia’s fragmented dental sector, with private equity firms seeking to build scaled healthcare platforms through acquisition strategies. Crescent’s National Dental Care already owned approximately 60 practices, while Genesis had established its own dental platform through Impression Dental Group. The acquisition opportunity follows broader sector consolidation, including previous take-private transactions involving 1300 Smiles and Abano Healthcare.

Genesis’ approach highlights a common private equity acquisition strategy of establishing an initial strategic stake before pursuing a takeover, similar to TPG Capital’s acquisition of InvoCare, where TPG built a near 20% holding prior to completing the transaction.

The deal underscores continued private equity interest in healthcare services, driven by opportunities to consolidate fragmented markets, achieve operational synergies, and create scaled platforms. Jarden advised Genesis Capital, while Greenhill advised Pacific Smiles. Crescent Capital Partners did not appoint an investment bank.

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Healthcare Livingbridge Exits Better Medical in $159 Million Sale to Medibank Australia’s primary healthcare sector continues to attract strategic investment as Medibank announced the acquisition of Better Medical, one of the country’s largest independent general practice networks, from private equity firm Livingbridge and other minority shareholders.

Announced on 5 November 2025, the transaction values Better Medical at approximately A$159 million and further strengthens Medibank’s strategy of expanding beyond private health insurance into integrated healthcare delivery.

The acquisition significantly enhances Medibank’s primary care platform through Amplar Health, adding a network of 61 GP and medical clinics across Australia. Better Medical is expected to contribute approximately A$6 million of EBITDA during the six months ending 30 June 2026, with the transaction funded entirely from Medibank’s existing unallocated capital. The investment aligns with Medibank’s broader objective of delivering more coordinated, preventative and digitally enabled healthcare while supporting greater access to community-based primary care.

During Livingbridge’s ownership, Better Medical expanded its national footprint, integrated SmartClinics into the business and strengthened operational support for doctors and clinical staff.

Despite the change in ownership, Medibank confirmed that GPs will retain full clinical autonomy, clinics will remain open to all patients, and practitioners will continue to determine their own fees.

The insurer also plans to invest in Better Medical’s digital capabilities to improve patient access, streamline administrative processes and enhance the overall patient experience.

The transaction reflects the growing convergence of health insurance and healthcare service delivery, as insurers increasingly seek greater exposure to primary care and preventative health services to improve patient outcomes and better manage long-term healthcare costs. Lazard Australia acted as financial adviser to Better Medical and Livingbridge on the transaction, while no external financial adviser to Medibank was publicly disclosed.

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Healthcare Brainwave: Epiminder Sparks ASX with $125 Million Medtech Debut Melbourne-based medtech company Epiminder has priced its initial public offering at A$125 million, implying an equity valuation of approximately A$325 million ahead of its ASX debut. The listing represents one of the more closely watched healthcare floats of the year, providing public market investors exposure to a differentiated medical device business focused on improving epilepsy diagnosis and treatment.

Epiminder has developed an implantable seizure-monitoring device that continuously records brain activity in patients with epilepsy, providing clinicians with more detailed diagnostic insights than traditional scalp-based EEG monitoring. The technology targets the significant unmet need among patients whose seizures remain poorly controlled by existing treatments, enabling longer-term monitoring of seizure patterns to support more informed clinical decision-making and personalised treatment pathways.

The IPO comes amid a selective environment for healthcare listings on the ASX, with investors increasingly favouring businesses backed by proprietary intellectual property, strong clinical foundations and scalable commercial opportunities. For Epiminder, the capital raising will support continued clinical validation, regulatory expansion across international markets and the commercial rollout of its technology as it seeks broader adoption among healthcare providers.

The transaction also provides liquidity for early venture investors who supported Epiminder through the lengthy and capital-intensive medtech development cycle, while positioning the company to accelerate growth as it transitions from product development into commercialisation.

The listing highlights continued investor appetite for innovative healthcare technology businesses, despite broader caution across the ASX IPO market.

Flagstaff Partners acted as financial adviser to Epiminder on the transaction, with the boutique advisory firm supporting the company through its public market debut. The deal reflects the growing role of specialist advisers in healthcare capital markets, particularly for emerging medtech companies requiring investors to understand complex technology, clinical and regulatory considerations.

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Healthcare A Prescription for Exit: Quadrant Prepares Partnered Health for Market Quadrant Private Equity has commenced a sale process for Partnered Health, one of Australia’s largest primary care networks, as part of its broader portfolio realisation strategy ahead of a new fund launch. The business, acquired from Fullerton Healthcare Corporation in 2020, operates a network of 60 general practice and skin cancer clinics, several federally funded Urgent Care Clinics, occupational health businesses Jobfit and Baseline Onsite, dietitian provider Fuel Your Life, and South Australia’s largest physiotherapy operator, Northcare Physio.

Partnered Health generated approximately A$200 million in revenue and is forecast to deliver more than A$40 million in EBITDA for FY2025. The business has continued to expand under Quadrant’s ownership through a series of bolt-on acquisitions, including Riverstone Family Medical Practice, Hornsby Fountain Medical Centre and Health Hub Doctors Morayfield, strengthening its position within Australia's fragmented primary healthcare market.

The proposed divestment reflects Quadrant’s continued strategy of monetising mature portfolio investments, following recent sale processes for Junior Adventures Group, MediaWorks, Jaybro and TSA Riley. The transaction is expected to attract interest from private equity firms and strategic buyers seeking scaled, cash-generative healthcare platforms with opportunities for further consolidation and operational growth.

Stanton Road Partners has been appointed as financial adviser to Quadrant Private Equity on the sale process. The proposed transaction highlights continued investor appetite for platform healthcare businesses, with buyers expected to weigh the defensive characteristics and consolidation opportunities of primary care against the business's leveraged capital structure.

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Healthcare Cashing Out on Care: Bain Capital Exits Estia Health Bain Capital has agreed to sell Australian aged care provider Estia Health to alternative investment firm Stonepeak, marking the private equity firm's exit after acquiring the business in December 2023. Financial terms of the transaction were not disclosed, with completion expected in late 2026 subject to customary regulatory approvals.

Estia Health is one of Australia's leading residential aged care providers, operating homes across New South Wales, Queensland, Victoria and South Australia. During Bain Capital's ownership, the business expanded from 73 to 93 aged care homes, increasing the number of residents from approximately 6,720 to 9,250 while growing its workforce to more than 14,000 employees. Bain Capital stated that it supported investments to grow Estia's footprint, expand access to care and strengthen the delivery of high-quality residential aged care services, leaving the company in a stronger position for its next phase of growth.

The investment was led by Bain Capital Partners Mike Murphy, Charles Lawson and Grace Mollard. Bain described its ownership as a partnership with Estia's management team focused on expanding the business while maintaining its purpose of enriching and celebrating life through high-quality care for older Australians.

Barrenjoey and Gresham acted as financial advisers to Bain Capital, while Allens acted as legal adviser. The transaction represents another private equity exit from the Australian healthcare sector, with Stonepeak acquiring a scaled residential aged care platform that has grown significantly under Bain Capital's ownership.

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TMT One Giant Leap for Capital Markets: Inside SpaceX’s $2 Trillion IPO Elon Musk’s SpaceX has filed for a US initial public offering, marking a defining moment for the global space industry. At a valuation of over $US 2 trillion, Musk seeks to raise $US75 billion, comfortably surpassing the 2019 Saudi Aramco IPO. Despite strong cash flow, driven primarily by Starlink, the capital requirements of SpaceX’s long-term ambitions in deep-space transport and orbital infrastructure demand a funding base that private markets alone cannot sustain.

Founded 24 years ago, SpaceX has evolved into the world’s dominant commercial aerospace company, operating the world’s largest satellite constellation. Its February 2026 acquisition of xAI marked a fundamental shift in the company’s infrastructure, pivoting the business towards the development of orbital data centres ahead of its anticipated public debut.

Morgan Stanley, Bank of America, Citi, UBS, J.P. Morgan and Goldman Sachs were reported to be leading the deal as active book runners, with a further 16 banks in smaller roles spanning institutional, retail, and international channels.

Macquarie Capital's equity capital markets team has begun engaging Australia's largest superannuation funds ahead of the anticipated June IPO, with the $410 billion Australian Super and $237 billion Aware Super among those already receiving introductory briefings. As a member of the deal's syndicate, Macquarie holds the access that Australian superannuation funds need to secure shares at the offer price ahead of SpaceX listing publicly.

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TMT Billboard Bet: Bids for oOh!media Climb to $845 Million The competitive private-equity process for outdoor advertising company oOh!media is edging towards a resolution, after the company revealed bids had jumped to $845 million, prompting it to extend due diligence for another six weeks. oOh!media has received offers from Pacific Equity Partners, I Squared Capital, Oaktree Capital Management and Bain Capital over the past three months. On Monday morning, the company told investors that “a number” of those proposals had offered $1.60 a share, up from PEP’s initial $1.40 price and I Squared’s follow-up of $1.45.

Underpinning this aggressive acquisition strategy is a strong institutional conviction in the defensive moat of physical advertising infrastructure. While online advertisers battle audience fragmentation, diminishing returns, and severe margin compression across social media, oOh!media’s 30,000 unskippable transit and retail billboards offer a captive audience.

The company, which replaced its chief executive at the start of the year and had its chairman, Tony Faure, stepping down last month, allowed its suitors access to do limited due diligence as they formulated new offers. oOh!media told the market that $1.45 a share was too low and would not recommend shareholders back any of the bids so far, noting that “there is no certainty that any proposal will result in a binding offer or that any transaction will eventuate, and oOh! will continue to update the market in accordance with its continuous disclosure obligation”.

The oOh!media board has formally appointed UBS and Mallesons to mount its corporate defence and assess the proposed scheme of arrangement.

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TMT Sharon AI Raises US$1.6 Billion to Accelerate AI Infrastructure BuildOut Nasdaq-listed Sharon AI has completed an oversubscribed US$1.6 billion private placement, one of the largest AI infrastructure financings undertaken by an Australian-founded technology company. Led by Goldman Sachs, the transaction comprised approximately US$900 million of common equity and pre-funded warrants alongside US$700 million of 4.75% Convertible Senior Notes due 2032, exceeding the company’s initial US$1 billion fundraising target. Proceeds will support capital expenditure associated with Sharon AI’s six-year strategic compute collaboration with Nvidia and the expansion of its AI infrastructure platform across Australia and the AsiaPacific.

Under the strategic agreement with Nvidia, Sharon AI plans to develop one of Australia’s largest AI factories, initially comprising 72 megawatts of data centre capacity and up to 40,000 Grace Blackwell GB300 GPUs. The company has since expanded its infrastructure ambitions to 132 megawatts of AI factory capacity and more than 55,000 Nvidia GPUs by mid-2027, positioning it as a major participant in Australia’s emerging AI compute market.

The capital raising follows heightened market scrutiny after a short-seller report raised concerns regarding aspects of Sharon AI’s governance, financing arrangements and commercial agreements.

Despite this, the placement received strong institutional demand and was anchored by Situational Awareness and funds managed by Oaktree Capital Management.

The completed financing provides additional funding certainty as Sharon AI progresses its proposed secondary listing on the Australian Securities Exchange. However, ongoing volatility across AI equities and a decline in Sharon AI’s Nasdaq share price have created uncertainty around the timing of the proposed listing, with advisers continuing to assess market conditions.

Goldman Sachs acted as lead placement agent, Lucid Capital Markets acted as placement agent, Macquarie Capital acted as financial adviser and Sheppard Mullin Richter & Hampton LLP acted as legal adviser on the financing. Canaccord Genuity and Macquarie Capital continue to advise Sharon AI on its proposed Australian secondary listing.

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TMT Visionary Machines Locks in $9.5 Million Ahead of ASX Float Sydney-based drone detection start-up Visionary Machines has successfully completed an upsized $9.5 million pre-IPO funding round, significantly exceeding its initial $6 million target following strong institutional demand. Structured as a Simple Agreement for Future Equity (SAFE), the transaction valued the company at a $40 million post-money valuation cap and provides funding to accelerate commercialisation of its sovereign counter-drone technology as the company continues preparations for a proposed ASX listing.

The company's core offering relies on its proprietary passive optical technology, dubbed Pandion Sentinel, which detects and tracks drone threats at ranges exceeding three kilometres. Backed by ten patents, the high-margin software-licensing model yields a 90 per cent gross margin, helping drive forecast revenue to $3.4 million for the current financial year. Visionary Machines already secures $10.3 million in contracted revenue across four active agreements with the Australian Army, the Australian Defence Force, and the United States government.

Management has pitched a substantial three-year sales pipeline valued at $246 million spanning the Asia Pacific, North America, and Europe. The start-up is currently engaging with tier-one global defence primes, including BAE Systems, Thales, and Hanwha, to integrate its software into broader military programs. This commercial momentum coincides with a broader counter-drone technology boom on the ASX, following strong post-listing market performances from sector peers such as Boresight and KTEK Aerosystems.

As the company finalises its corporate structure for the upcoming public float, the lead market facilitators have been confirmed. Joint lead managers Canaccord Genuity and MA Financial orchestrated the oversubscribed pre-IPO round and will continue to guide Visionary Machines through its upcoming listing process.

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Industrials PEP Completes $1.1 Billion Take-Private Acquisition of Johns Lyng Group Pacific Equity Partners (PEP) has completed the acquisition of ASX-listed building services provider Johns Lyng Group through its investment vehicle Sherwood BidCo, in a transaction valuing the company at approximately A$1.1 billion. The transaction was implemented through a scheme of arrangement, following shareholder approval in October 2025, with Johns Lyng subsequently removed from the ASX. The acquisition follows PEP’s initial non-binding proposal in May 2025 and a Scheme Implementation Deed signed in July 2025. The offer provided shareholders with A$4.00 per share, representing a significant premium to Johns Lyng’s prior trading price. The transaction received unanimous support from the company’s independent directors and was approved by shareholders and the Supreme Court of Victoria.

Johns Lyng is an integrated building services provider operating across Australia and the United States, specialising in insurance restoration, emergency response, commercial construction, maintenance, and property services. The company’s diversified platform and exposure to essential repair services made it an attractive target for private equity investment despite recent earnings pressure and share price underperformance.

The transaction represents a private equity take-private and leveraged buyout (LBO), with PEP acquiring a controlling interest through a combination of sponsor equity and acquisition financing.

The deal highlights continued private equity interest in businesses with resilient cash flows, strong market positions, and opportunities for operational improvement.

Following completion, several non-executive directors resigned from the board, while CEO and shareholder Scott Didier retained an ongoing role alongside Nick Carnell. The transaction allows PEP to support Johns Lyng’s next phase of growth while maintaining management alignment through continued ownership participation. Moelis Australia and Goldman Sachs acted as financial advisors to PEP, while J.P. Morgan and Nomura advised Johns Lyng.

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Industrials Taking Flight: Bain Capital Relists Virgin Australia Bain Capital has completed the relisting of Virgin Australia on the ASX through a A$685 million initial public offering, marking a significant milestone in the private equity firm’s investment in the airline acquired out of administration during the COVID-19 pandemic. The IPO valued Virgin Australia at an equity market capitalisation of approximately A$2.3 billion and an enterprise value of A$3.6 billion, providing Bain with a partial exit while retaining a significant ownership stake.

Under the transaction, Bain Capital retained a 40% ownership interest in Virgin Australia following the IPO, with institutional investors across Australia and the Asia-Pacific region committing to the offering. The successful listing returned Virgin Australia to public markets after a multi-year turnaround process focused on rebuilding the airline’s operations and financial position following its acquisition by Bain.

Virgin Australia entered the ASX with expectations of continued revenue and earnings growth, supported by the recovery of domestic and international travel demand. The company also outlined a A$1.1 billion gross capital expenditure program, expected to be funded through operating cash flows and a modest increase in its existing A$1.3 billion debt facilities.

The transaction highlights the role of public markets as an exit pathway for private equity investors seeking to realise value from portfolio companies while maintaining exposure to future growth. Following the IPO, Bain Capital continued as a significant shareholder, allowing it to participate in Virgin Australia’s next phase of expansion as a listed company.

Reunion Capital Partners acted as financial adviser to Bain Capital, while Goldman Sachs, UBS and Barrenjoey acted as joint lead managers and underwriters on the IPO. Gilbert + Tobin acted as legal adviser to Virgin Australia. The transaction demonstrates continued investor appetite for large-scale aviation assets and highlights the ability of private equity sponsors to create value through operational transformation and public market exits.

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Industrials Crushing It: Tega and Apollo Land Molycop in $1.5 Billion Buyout Molycop, once the crown jewel of collapsed Australian steelmaker Arrium, has changed hands again. Kolkata-headquartered Tega Industries, in alliance with funds managed by Apollo, has completed the acquisition of Molycop from an affiliate of American Industrial Partners at an enterprise value of approximately US$1.5 billion. The transaction closed on 1 June, ending AIP's ownership of an asset it acquired from Arrium's receivers.

Molycop supplies grinding media and chemicals to the mining industry, serving a client network spanning more than 400 mines across 40 countries. Its Australian operations anchor a footprint also covering the US and Canada, complementing Tega's established presence across Europe, West Asia, Africa and Latin America.

The combination positions the merged business as one of the world's leading designers and manufacturers of "critical-to-operate" consumables for mining, minerals processing and material handling, operating 26 global manufacturing sites. For Tega, founded in 1976 and marking its 50th anniversary, the deal is transformational. For Apollo, which manages roughly US$1.03 trillion in assets, it represents a significant minority equity interest.

The consortium acquired 100% of holding entity AIP MC Holdings through a special purpose vehicle, with Tega taking roughly 77% as controlling shareholder and Apollo Funds the remaining 23%. Tega funded its share with approximately US$361 million, split between US$113 million of corporate debt and a US$248 million equity raise.

Goldman Sachs and Morgan Stanley provided financial advice to Molycop and AIP. J.P. Morgan and PwC advised the Tega-Apollo consortium.

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2026

Industrials Setting in Concrete: Heidelberg Pours $1.7 Billion into MAAS Materials Carve-Out MAAS Group Holdings (ASX: MGH) is selling its crown jewel to fund a pivot into digital infrastructure. The Dubbo-based industrial group signed a binding agreement in February to divest its Construction Materials division to Heidelberg Materials Australia for cash consideration of up to A$1.703 billion, including up to A$120 million contingent on post-completion milestones.

Certain freehold land will be retained by MAAS and leased back to Heidelberg under long-term arrangements.

The transaction hands the German building-materials giant a substantial east-coast platform. With 40 quarries with combined reserves exceeding 350 million tonnes, 22 ready-mixed concrete plants, two asphalt operations and a recycling site across New South Wales, Queensland and Victoria. The price implies an EBITDA multiple of 8.4 times after synergies, reinforcing Heidelberg's pure-play strategy as it deepens its position in a core market.

Chief executive Wes Maas framed the disposal as crystallising value from a high-quality asset to pivot toward electrical infrastructure, energy transition and digital investment. The group has already taken a stake in AI data-centre developer Firmus. However, the market sharply reacted at parting with the earnings engine as MGH shares plunged 27% to A$4.11 on announcement, despite deal proceeds equating to roughly A$4.69 per share.

The sale remains conditional on ACCC and FIRB approvals, counterparty consents and a shareholder vote, with completion expected in the second half of 2026. The likely risk is the competition review, given Heidelberg’s existing aggregates footprint in the same states.

Bank of America and Morgans advised on the transaction, with Herbert Smith Freehills Kramer acting as legal counsel to MAAS Group.

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Industrials Poseidon’s Payday: Acorn Nets 3.4x on Dredge Robotics Exit to Verona Capital Emerging companies investor Acorn Capital has agreed to sell its stake in Dredge Robotics, a Western Australian industrial technology company specialising in water infrastructure maintenance, to Perth-based family office Verona Capital. The transaction follows a five-year investment period for Acorn and provides Verona Capital with a controlling position in a niche industrial services business supporting critical water infrastructure across mining, resources and other industrial sectors.

Dredge Robotics has evolved from Fremantle Commercial Diving into a specialist provider of robotic and remote-operated maintenance solutions for large-scale water infrastructure assets.

The company’s technology enables safer and more efficient dredging and inspection activities across reservoirs, ports, pipelines and other water assets, positioning it as a provider of missioncritical services to major industrial operators including BHP and Rio Tinto.

Acorn Capital engaged Record Point to conduct a competitive sale process under the codename “Project Poseidon”, with the business marketed at an indicative valuation range of A$50 million to A$100 million. Verona Capital will become the majority shareholder alongside founders Antony Old, Ben Fazioli and Dean Colcutt, who will retain equity positions and continue leading the business. Acorn Capital, which invested through its private opportunities fund, will exit the investment generating a 3.4x return on invested capital.

The transaction highlights growing investor interest in specialised industrial technology businesses that combine proprietary capabilities with exposure to long-term infrastructure and resources trends. With an estimated 3% market share and ambitions to expand into overseas markets including the US, Canada and Chile, Dredge Robotics represents a platform opportunity within a fragmented global market for industrial maintenance services.

The deal also reflects the appeal of founder-led businesses with established customer relationships and scalable technology platforms, allowing investors to support continued growth while preserving operational expertise. Record Point acted as financial adviser to Acorn Capital on the transaction.

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2026

Financial Institutions Group Blackstone Emerges as Preferred Bidder for HSBC’s $30 Billion Australian Loan Portfolio HSBC is in the final stages of selling its A$30 billion-plus Australian loan portfolio, with Blackstone emerging as the preferred bidder following a competitive process involving global alternative asset managers. The transaction forms part of HSBC’s broader strategy to streamline its Australian operations, exit retail banking and reallocate capital towards higher-return international banking and wealth management businesses.

The sale attracted interest from Apollo Global Management, Cerberus Capital Management and KKR, highlighting continued offshore appetite for large-scale Australian credit portfolios. Cerberus’ ownership of non-bank lender Bluestone Group provided an established loan servicing platform, while KKR’s existing investments in Pepper Money and Latitude Financial were viewed as limiting its appetite for another significant Australian consumer lending acquisition.

The transaction forms part of HSBC’s broader strategic reset under global chief executive Georges Elhedery, with the bank accelerating its withdrawal from Australian retail banking, reducing its corporate lending footprint and refocusing on institutional banking and wealth management.

HSBC initially explored a broader sale of its Australian retail banking operations before sell-side adviser Citi restructured the process to focus solely on the loan portfolio. Following multiple rounds of bidding, Blackstone has emerged as the preferred bidder, with negotiations continuing ahead of a potential transaction announcement.

The transaction highlights the growing role of global private capital investors in acquiring bank loan portfolios as traditional banks seek to optimise capital allocation amid regulatory and balance sheet constraints. The sale would represent one of the largest Australian consumer loan portfolio transactions in recent years, reinforcing the increasing role of alternative asset managers in the domestic financial services sector.

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Financial Institutions Group Eye the Exit: KKR and CBA Put Colonial First State Up For Sale KKR and Commonwealth Bank (ASX: CBA) are preparing a potential sale of Colonial First State, Australia’s sixth-largest superannuation fund, with a targeted valuation of $5-6bn. The transaction, expected to be one of the largest financial services deals of 2026, follows preliminary market soundings launched in late 2025, with a formal auction decision anticipated by April.

Colonial manages more than $150bn in assets, including approximately $30bn on its Colonial First State Edge investment platform. The business returned to profitability in FY25, posting $101.6 million in net profit, supported by rising platform revenues and tighter cost controls following earlier operational challenges, including service and data issues with the Edge platform and failed investments.

KKR, which owns 55% of Colonial, and CBA, which retains the remaining stake, favour a clean exit via trade sale, with an IPO considered unlikely due to subdued listing conditions and escrow constraints. As a fallback, KKR has explored rolling its stake into a continuation fund, allowing new investors to enter while maintaining exposure, though this remains a secondary option.

Potential bidders include private equity groups Blackstone, Carlyle and CVC Capital Partners, alongside strategic players such as AMP and Mercer. For AMP, this acquisition would be transformational, given its current market capitalisation of approximately $4.4bn.

Goldman Sachs, J.P. Morgan and Barrenjoey Capital have been appointed on the sell-side, as KKR looks to maximise value and position Colonial ahead of an expected consolidation wave across Australia’s superannuation and wealth platform sector.

Ongoing

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2026

Financial Institutions Group Millionaires' Factory: Inside the $1.6 Billion Barrenjoey & Magellan Megamerger Barrenjoey is positioning itself for a decade of accelerated growth after agreeing to a transformational merger with its largest shareholder, Magellan Financial Group. The transaction values the five-year-old investment bank at $1.6 billion and involves Magellan issuing shares to Barrenjoey’s other backers.

The strategic move allows Magellan to unlock significant shareholder value, proactively addressing market observations that the parent company's $1.4 billion market capitalisation did not fully reflect the surging value of its Barrenjoey stake. The foresight of Magellan's early backing is now on full display, with the investment bank recently revealing its net profit had doubled, delivering $522 million in revenue and $108 million in adjusted profits last year.

Magellan and Barrenjoey are pursuing a combined growth strategy that arms the investment bank with a formidable $2 billion balance sheet, including $700 million in cash and investments. Under the proposed arrangement, this newly fortified capital base will allow Barrenjoey to apply for a credit rating, rapidly expand its fixed-income trading business, seed transactions, and take assets onto its balance sheet to emulate Macquarie's capital recycling model.

Operationally, the enlarged group will see a leadership reshuffle, chaired by veteran director David Gonski, with Brian Benari stepping up as chief executive of the new combined entity and founders Matthew Grounds and Guy Fowler serving as Barrenjoey's co-executive chairs. Upon completion, Magellan's existing shareholders will hold 63.5 per cent of the group, while Barrenjoey staff and original backer Barclays will retain 31.7 per cent and 4.9 per cent respectively, anchored by a massive nine-year lock-up period for Grounds and Fowler.

To execute the merger mechanics, the group will launch a $130 million placement to Magellan’s institutional shareholders alongside a $20 million retail share purchase plan priced at $8.46 per share.

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2026

Financial Institutions Group Global Expansion: Nomura Acquires Macquarie’s Asset Management Business for $1.8 Billion Nomura has completed the acquisition of Macquarie Group’s US and European public asset management business in a transaction valued at approximately $1.8 billion, significantly expanding its global asset management platform. The acquisition brings approximately $166 billion in client assets across equities, fixed income and multi-asset strategies under the Nomura Asset Management umbrella.

The transaction will see the acquired Macquarie assets combined with Nomura Capital Management’s private markets business and Nomura Corporate Research and Asset Management’s high-yield business to form Nomura Asset Management International, strengthening Nomura’s presence across global investment markets.

The strategic acquisition forms part of Nomura’s broader ambition to expand its international asset management footprint, increase assets under management and diversify its investment capabilities. The deal provides Nomura with greater scale in global public markets while complementing its existing private markets and alternative investment capabilities.

The transaction also highlights continued consolidation within the global asset management industry, as financial institutions seek scale, broader distribution networks and diversified investment platforms to compete in an increasingly competitive asset management landscape. As part of the deal, more than 700 Macquarie employees will join Nomura, while the firms will establish a strategic partnership focused on product distribution and co-development of investment strategies.

Nomura acquired Macquarie’s US and European public asset management business from Macquarie Group for $1.8 billion.

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2026

Infrastructure Energy Shift: ART Boosts ElectraNet Stake in $600 Million Buyout from Macquarie’s TIF Macquarie Group’s The Infrastructure Fund (TIF) has agreed to sell its 17.1% indirect stake in South Australian electricity transmission operator ElectraNet to Australian Retirement Trust (ART) in a deal valued at over $600 million. The transaction, conducted through a pre-emption process at the Australian Utilities Trust (AUT) level, will see ART increase its total holding in ElectraNet from 11% to approximately 28%, ending TIF’s two-decade-long ownership.

The sale involves TIF divesting its 31.6% direct stake in AUT, which collectively owns 54.1% of ElectraNet, with the remaining 45.9% held by China’s State Grid. The deal is expected to generate a gross internal rate of return (IRR) of around 13.2% and a money multiple of roughly 1.9x since TIF’s initial investment in 2003.

ElectraNet operates 6,600 kilometres of high-voltage transmission lines and 99 substations across South Australia, providing essential electricity delivery infrastructure. The operator recently completed the first stage of Project EnergyConnect, facilitating power transfers between South Australia, New South Wales and Victoria, although the project has faced cost overruns and delays.

Goldman Sachs advised TIF, while Barrenjoey provided strategic counsel to ART. Sources indicated that TIF’s sale strategy balanced competitive tension between existing AUT shareholders and external bidders while navigating restrictive information disclosure provisions under the shareholder agreement.

The transaction, expected to close by the end of 2025, marks TIF’s third major divestment in recent years following its exit from Queensland Airports. For ART, the acquisition reinforces its strategy of expanding exposure to regulated infrastructure assets with stable, long-term returns.

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2026

Infrastructure Logistics in Motion: MAM Launches $11.6 Billion Bid for Qube Macquarie Asset Management has signed a Scheme Implementation Deed to acquire Qube Holdings for $11.7 billion, its largest-ever domestic transaction, after an earlier unsolicited approach and period of exclusive due diligence.

Qube shareholders, other than UniSuper, will receive $5.20 cash per share, a 28% premium to the company's last close of $4.07. UniSuper, which holds 15.07% of Qube, will roll its stake into the acquiring consortium at equivalent value rather than take cash, alongside co-investor Pontegadea.

The Qube board has unanimously recommended the scheme, with the deal surpassing Macquarie’s $7.6 billion Endeavour Energy acquisition in 2017.

Qube is Australia’s largest vertically integrated logistics operator, spanning warehousing, rail freight, stevedoring and port services across roughly 200 sites in Australia, New Zealand and South-East Asia. Its asset base includes Moorebank Logistics Park and a 50% interest in Patrick container terminals, which contributed $380 million in earnings within Qube’s FY2024 result of $4.46 billion revenue and $288 million underlying profit.

Qube has a strong track record of investment in supply chain infrastructure, security and resilience. Together with Qube’s efforts in decarbonisation and digitalisation, these investments deliver significant sovereign supply chain capability to MAM at a time of rising trade demand and regional population growth.

Ben Way, Head of Macquarie Asset Management, said the firm had a long track record of identifying opportunities driven by long-term thematics, and that Qube exemplified this approach.

Qube Managing Director Paul Digney said the offer reflected the value created through the company’s growth strategy, while UniSuper’s John Pearce called the investment “ultimately a bet on Australia”.

Ongoing

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Infrastructure Current Affairs: Volta Energy Group Plugs into UK's OCU Nash Advisory has advised on the sale of Volta Energy Group, a leading Australian provider of energy advisory, engineering, project delivery and high-voltage commissioning services, to UKbased infrastructure services group OCU. The acquisition provides OCU with a strategic entry into the Australian and New Zealand markets while giving Volta access to the resources and international platform of a global infrastructure services provider.

Volta has established a strong position across Australia's energy transition, supporting complex renewable energy, electricity transmission and data centre projects for developers, asset owners and contractors. Its technical expertise and established client relationships have positioned the business at the centre of two of the country's fastest-growing infrastructure themes: grid decarbonisation and the rapid expansion of AI-driven data centre development.

The transaction reflects growing international interest in Australia's energy services sector, where accelerating investment in renewable generation, transmission upgrades and digital infrastructure continues to drive demand for specialist engineering and project delivery capabilities. For OCU, the acquisition establishes a scalable platform from which to expand across Australia and New Zealand, while enabling Volta to pursue larger and more complex projects through access to OCU's broader balance sheet, operational capabilities and international network.

Volta's shareholders appointed Nash Advisory as exclusive financial adviser on the sale process, with OCU ultimately emerging as the successful acquirer. Backed by private equity firm Triton Partners, OCU has continued to expand its international infrastructure services platform through strategic acquisitions, with the Volta transaction representing its first major investment in the Australian market.

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2026

Infrastructure IFM Investors Secures Majority Control of Atlas Arteria Through $7.4 Billion Takeover Bid IFM Investors has secured majority control of Atlas Arteria after its $7.4 billion takeover offer closed with Diamond Infraco 1 Pty Ltd, a subsidiary of IFM Global Infrastructure Fund, holding 67.43% voting power in the toll road operator. The off-market takeover offer, which closed on 7 July 2026, saw IFM acquire 978.6 million securities, providing the infrastructure investor with control of Atlas Arteria’s strategic direction.

The acquisition gives IFM control of Atlas Arteria’s portfolio of toll road assets across France, Germany and the United States, including its interests in APRR, AREA, A79, ADELAC, Chicago Skyway, Dulles Greenway and Warnow Tunnel. The transaction follows IFM’s long-term investment in the company, with the group building its position ahead of the takeover.

The investment thesis centred on Atlas Arteria’s portfolio of mature toll road assets, which provide exposure to essential infrastructure with long-term cash flow generation characteristics. Under IFM’s ownership, Atlas Arteria is expected to benefit from a focus on operational optimisation and disciplined management of its existing asset portfolio.

Following completion of the offer, Lazard Asset Management remained the second-largest disclosed substantial shareholder with an 8.78% holding. The transaction represents a significant shift in Atlas Arteria’s ownership structure, with IFM’s majority stake providing the global infrastructure investor with control of the toll road operator.

Jarden advised IFM Investors, while UBS and Flagstaff Partners advised Atlas Arteria.

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2026

Infrastructure CIP Sells Summerfield Battery Energy Storage System to Intera Renewables Copenhagen Infrastructure Partners (CIP) has completed the sale of 100% of its Summerfield Battery Energy Storage System (BESS) project to Intera Renewables in April 2026. The transaction involves the 240MW / 960MWh battery storage project located in the Murraylands region of South Australia, which is supported by a long-term offtake agreement with Origin Energy.

The acquisition strengthens Intera Renewables’ position as a leading Australian renewable energy platform, providing ownership of a large-scale energy storage asset during construction. Intera is established and majority-owned by funds managed by Palisade Investment Partners, with additional backing from institutional investors including Clean Energy Finance Corporation, Aware Super, and HESTA. The platform is focused on developing, constructing, and operating renewable energy assets across Australia.

The transaction reflects the growing institutional appetite for battery energy storage assets as Australia transitions towards a renewable energy system. Large-scale BESS projects are becoming increasingly attractive due to their ability to support grid stability, manage intermittent renewable generation, and provide exposure to long-term energy infrastructure growth.

Following completion, Blue Power Partners will continue managing construction of the Summerfield BESS through to commercial operations, while Palisade Integrated Management Services will undertake ongoing asset management activities. The acquisition aligns with Intera’s broader multi-gigawatt renewable energy investment strategy across development, construction, and operational assets.

For CIP, the divestment demonstrates its strategy of developing and constructing critical energy infrastructure before realising value through asset sales to long-term infrastructure investors. CIP is a global energy infrastructure investor with approximately €37 billion in funds raised and investments across renewable power generation, energy storage, transmission, and low-carbon technologies.

Azure Capital acted as exclusive financial advisor to CIP on the transaction, providing valuation, structuring, strategic, commercialisation, financing, and transaction negotiation advice.

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2026

Infrastructure Pipeline Play: Morgan Stanley Acquires Epic Energy Morgan Stanley Infrastructure Partners (MSIP) has agreed to acquire 100% of Epic Energy from QIC in a transaction valued at approximately A$1 billion, expanding its Australian infrastructure portfolio through the acquisition of a critical energy infrastructure platform. The transaction provides MSIP with ownership of major gas pipeline assets and a growing renewable energy portfolio following QIC’s exit from the business.

Epic Energy owns and operates the 1,150-kilometre Moomba to Adelaide Pipeline System, which has transported natural gas from the Cooper Basin to customers across South Australia and surrounding markets for more than 50 years. The business also owns a 154-megawatt renewable energy portfolio comprising operating wind, solar and storage assets, providing exposure to Australia’s evolving energy transition landscape.

The acquisition reflects continued institutional investor demand for essential infrastructure assets with long-term, contracted and defensive characteristics. MSIP’s investment thesis is supported by expectations of sustained electricity demand growth, particularly from data centres, which is expected to support the ongoing role of gas-fired power generation within Australia’s energy system.

The transaction represents MSIP’s third investment in Australia, following its acquisition of a stake in Mineral Resources’ Onslow iron ore haul road and previous investment in PEXA. The deal also highlights broader infrastructure investment activity in the Australian and New Zealand gas pipeline sector, following Brookfield’s acquisition of Clarus and Stonepeak’s acquisition of Allgas.

MSIP was advised by Morgan Stanley and Baker McKenzie, with Sydney-based executive director Jack Horder leading the transaction. QIC was advised by Allens, with senior principal Matt Zwi involved in the process. The transaction remains subject to Foreign Investment Review Board and Australian Competition and Consumer Commission approvals.

Ongoing

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2026

Natural Resources Digging Deep: Caterpillar to Acquire RPMGlobal in $728 Million All-Cash Deal Caterpillar Inc. (NYSE: CAT), the world’s largest manufacturer of construction and mining equipment, has announced plans to acquire RPMGlobal Holdings Limited (ASX: RUL), a Brisbanebased mining software provider, in a US$728 million (A$1.12 billion) all-cash deal. The offer of A$5.00 per share represents a 32.6% premium to RPMGlobal’s pre-announcement trading price and underscores Caterpillar’s ambition to accelerate its digital transformation within the mining sector.

Founded in 1968, RPMGlobal has evolved into a leading provider of mine planning, simulation, and asset management software, serving major mining companies globally. The firm reported FY2024 revenue of A$81.7 million and EBITDA of A$18.1 million, reflecting strong financial performance and sector credibility.

The acquisition marks a strategic shift for Caterpillar, integrating RPMGlobal’s software expertise with its equipment and automation technologies to deliver end-to-end digital mining solutions.

This combination is expected to enhance data analytics, operational efficiency, and autonomous system development, positioning Caterpillar at the forefront of smart mining innovation.

J.P. Morgan Securities LLC is advising Caterpillar, while Moelis Australia is acting for RPMGlobal.

The transaction will be funded through Caterpillar’s existing cash and credit facilities, with completion expected in Q1 2026, subject to shareholder and regulatory approvals.

The deal aligns with broader industry trends of digital integration and consolidation in mining technology, as operators seek greater efficiency, sustainability, and automation in an increasingly data-driven landscape.

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2026

Natural Resources Striking: Ramelius cashes out of Edna May for $300 million Ramelius Resources has agreed to sell its Edna May gold operation to Forrestania Resources for $300 million, comprising $210 million in cash and A$90 million in Forrestania shares. The transaction leaves Ramelius with a 9.6% equity stake in Forrestania while providing the ASX-listed gold producer with capital to redeploy towards larger growth assets.

Located 320 kilometres east of Perth, Edna May was acquired by Ramelius from Evolution Mining in 2017 for $90 million and generated $228 million of Ramelius’ $1.2 billion revenue in FY2025.

For Forrestania, the acquisition provides access to an established producing asset and operational synergies through its Lake Johnston processing facility, including potential savings of up to $80 million by replacing an existing third-party tolling agreement.

The divestment enables Ramelius to streamline its portfolio, reduce exposure to non-core assets and focus capital on priority operations such as Mt Magnet. The inclusion of Forrestania shares also allows Ramelius to retain exposure to future upside from Edna May’s performance under new ownership.

The transaction reflects broader consolidation trends across Australia’s gold sector, where producers are increasingly pursuing scale, cost efficiencies and portfolio optimisation. Azure Capital acted as financial adviser to Ramelius Resources, while Forrestania engaged Bell Potter and Aitken Mount Capital Partners to support the institutional equity raising required to fund the acquisition.

Completed

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2026

Natural Resources Genesis Strikes Gold: $12.6 Billion Merger with Vault Minerals Genesis Minerals has agreed to merge with Vault Minerals via a scheme of arrangement, creating a $12.6 billion ASX-listed gold producer and Australia’s third-largest listed gold miner. The transaction follows Genesis submitting a superior proposal to Vault’s previously agreed merger with Regis Resources, with Vault shareholders set to receive a combination of cash and scrip consideration.

Under the terms of the transaction, Vault shareholders will receive 0.7629 Genesis shares and $0.475 in cash for each Vault share held, implying a total consideration of $5.274 per share and valuing Vault at approximately $5.6 billion. The offer represents a 15.7% premium to Vault’s last closing share price and exceeds Regis Resources’ prior $5.0 billion proposal. Genesis shareholders will retain majority ownership of the combined entity with a 59.8% stake, while Vault shareholders will hold the remaining 40.2%.

The merger will create a leading Australian gold producer with expected annual production of 600,000–700,000 ounces, supported by 9.4 million ounces of reserves and approximately $611 million in net cash. Genesis expects the combination to unlock approximately $2 billion in post-tax synergies, driven by the geographic overlap of assets across the Leonora and Laverton regions of Western Australia, enabling operational efficiencies and improved capital allocation.

The transaction highlights continued consolidation across Australia’s gold sector, as producers seek greater scale, stronger balance sheets and operational synergies amid rising competition for quality assets. The deal also demonstrates the importance of regional asset clustering, with overlapping mining operations allowing larger producers to optimise infrastructure, reduce costs and enhance long-term production profiles.

Financial advisers included RBC Capital Markets as exclusive financial adviser to Vault Minerals, while Sternship Advisers and Macquarie advised Genesis Minerals on the transaction.

Ongoing

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2026

Real Estate Boxed In: Brookfield & GIC Open $4 Billion Takeover Bid for National Storage REIT Brookfield and Singapore’s GIC have launched a $4 billion all-cash bid for National Storage REIT, Australia’s largest self-storage operator, valuing each security at $2.86, a premium of over 26% to the stock’s prior close of $2.26. If completed, the transaction could become the largest takeprivate of an Australian real estate company at an estimated $6.8 billion, once equity, debt, and committed development spending are included.

The offer highlights the expected upside in the self-storage sector, driven by population growth, a tight housing market, and increasing institutional interest in alternative real estate. Self-storage has become a defensive, high-growth real estate darling as housing pressures, urban densification and institutional capital fuel demand for scalable “mini-warehousing” infrastructure.

Founded and managed by Andrew Catsoulis, National Storage has operated publicly for 12 years, steadily expanding to over 280 facilities across Australia and New Zealand, with a total portfolio valued at $5.8 billion and encompassing more than 1.5 million square metres of storage. The company has over 50 development projects underway or planned, adding approximately 490,000 square metres of new space over the next 2-3 years.

The transaction remains conditional on board approval, due diligence outcomes, and regulatory clearance, including competition and foreign investment reviews. Deutsche Bank and Jefferies are advising the consortium, while Citi and J.P. Morgan advise National Storage. Analysts note the offer demonstrates confidence in the long-term value of self-storage assets, although the REIT currently trades below its net tangible asset value.

Completed

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2026

Real Estate Hospitality Play: Blackstone’s $1.2 Billion Hamilton Island Buyout US private equity firm Blackstone has agreed to acquire Hamilton Island in Queensland from the Oatley family in a transaction understood to be valued at approximately $1.2 billion, marking one of Australia’s largest ever resort deals. The sale, which remains subject to regulatory approval, will conclude more than two decades of family ownership and investment in the island following its inheritance from winemaker and businessman Robert Oatley.

Hamilton Island comprises more than 1133 hectares across two islands, with 70% of the land undeveloped, and features five hotels, an 18-hole golf course on neighbouring Dent Island, a commercial airport, a marina, and more than 40 hospitality and retail venues. The Oatley family has invested over $450 million in tourism infrastructure and upgrades since taking control, transforming the island into a leading domestic and international leisure destination.

For Blackstone, the acquisition expands its presence in Australia’s hospitality sector after the $8.9 billion takeover of Crown Resorts, positioning the firm as a dominant player in accommodation and leisure. With $1.2 trillion in global assets under management, Blackstone aims to leverage its scale and operational expertise to continue developing the island’s facilities and enhancing its commercial performance.

UBS advised the Oatley family through the process, which followed a strategic review triggered by external interest. Blackstone said the purchase aligns with its global hospitality investment strategy, citing long-term plans to support local employment, businesses and community initiatives. The transaction is expected to settle in 2025, reinforcing ongoing consolidation and institutional capital flows into Australia’s premium tourism assets.

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2026

Real Estate Casino Cash-Out: CTFE & FEC Complete $3.6 Billion Queen's Wharf Brisbane Buyout Hong Kong's Chow Tai Fook Enterprises (CTFE) and Far East Consortium (FEC) have completed the acquisition of Star Entertainment's 50% interest in Queen's Wharf Brisbane, securing equal ownership of the A$3.6 billion integrated resort precinct. The transaction formally closed on 31 March 2026, more than a year after it was first announced and following the collapse of an earlier agreement in August 2025 over unresolved commercial terms.

Despite acquiring an interest in a development valued at A$3.6 billion, CTFE and FEC paid just A$53 million in cash, reflecting Star's weakened financial position amid anti-money laundering breaches, heightened regulatory scrutiny and mounting liquidity pressures. The transaction also enabled Star to remove approximately A$1.4 billion of project-related debt from its balance sheet, providing a critical boost to its financial position.

The transaction formed part of a broader asset restructuring between the parties. In exchange for Star's interest in Queen's Wharf Brisbane, CTFE and FEC transferred their combined 66.7% stake in the Destination Gold Coast Consortium to Star, giving the casino operator full ownership of The Star Gold Coast, including the Dorsett and Andaz hotel towers. Star will continue to operate the Brisbane casino under a revised management agreement, with annual management fees reduced from A$5 million per month to a fixed A$18 million per annum. Separately, CTFE and FEC each provided approximately A$248 million in guarantees to the Queensland Government to support the precinct's completion ahead of the Brisbane 2032 Olympic Games, with full completion targeted for 2029.

As one of Australia's largest mixed-use developments, Queen's Wharf Brisbane comprises hotels, residential apartments, retail, entertainment and casino assets across Brisbane's CBD waterfront.

While the cash consideration was modest, the transaction represents one of the country's most significant recent real estate restructurings. Flagstaff Partners acted as financial adviser to CTFE and FEC on the transaction, advising on the complex restructuring and asset swap.

Completed

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2026

Energy Grid Move: Sembcorp’s $6.5 Billion Alinta Purchase Singapore-listed energy company Sembcorp has agreed to acquire Alinta Energy in a $6.5 billion deal, marking one of Australia’s largest utility transactions in recent years. The agreement, finalised on Thursday, will see the Temasek-backed group purchase Alinta in full from Hong Kong conglomerate Chow Tai Fook, including its coal-fired Loy Yang B power station in Victoria, its national retail energy business, and associated renewable generation assets.

The sale concludes Chow Tai Fook’s multi-year divestment process, which began after acquiring Alinta for $4 billion in 2017 and subsequently deploying $1.1 billion into customer systems and power generation upgrades. Previous bids stalled due to market hesitancy surrounding Loy Yang B, considered one of the world’s most carbon-intensive coal plants, which is scheduled to close in 2047. However, Chow Tai Fook successfully sold its remote power division to APA Group for $1.8 billion in 2023.

The acquisition also reflects renewed strategic collaboration between Singapore and Australia, with deal considerations reportedly raised during Singaporean Prime Minister Lawrence Wong’s inaugural state visit to meet Australian Prime Minister Anthony Albanese in October. Pending approvals, completion is targeted for 2026, positioning Sembcorp as a major player in Australia’s energy market as the sector navigates transition risk, regulatory hurdles and decarbonisation imperatives.

Advisers to the transaction included RBC Capital Markets and UBS for Chow Tai Fook, while Goldman Sachs and Deutsche Bank supported Sembcorp. The agreement follows Sembcorp’s broader Australian expansion push, including exploratory interest in EnergyAustralia and a solar and storage pipeline marketed by Lightsource BP, before settling on Alinta as its entry platform.

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2026

Energy Powering Up: BlackRock Puts Australia's Battery Giant on the Block BlackRock's Akaysha Energy is officially for sale, marking one of the largest renewables deals in Australian markets in years, as BlackRock-owned GIP seeks a joint-control partner for the energy storage platform.

Founded just 5 years ago, Akaysha has rapidly scaled into one of the world’s largest battery storage developers, with a 9.8GW pipeline spanning Australia, Germany, Japan and the US. The platform is on track to overtake Hydro Tasmania, AGL Energy and EnergyAustralia to become the third-largest battery storage operator domestically over the next 18 months.

The process comes at a notably different point in the cycle compared to the previous sale process two years ago, which was unable to attract sufficient buyer interest, with surging data centredriven electricity demand now emerging as a key structural tailwind for grid-scale storage.

Currently, solar and wind account for just over half of Australia’s installed generation capacity, while battery storage remains limited to around 3GW; a gap Macquarie is positioning as one of the defining infrastructure opportunities of the decade, with AEMO forecasting 27GW of storage required by 2030.

Macquarie Capital is running the sale process on behalf of GIP under the codename Project Ironbark, having circulated information to infrastructure funds and strategic investors, while RBC Capital Markets is arranging debt financing in parallel. With the bulk of contracted revenues secured to blue-chip offtakers on average 9-year terms, the platform is expected to command a multi-billion-dollar valuation, positioning Akaysha as a rare scaled entry point into Australia’s energy transition for institutional infrastructure capital.

Ongoing

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2026

Energy Power Play: Palisade Impact Expands Energy Locals with Arc Energy Acquisition Palisade Impact has acquired 100% of Arc Energy Group as a bolt-on acquisition for its portfolio company, Energy Locals, strengthening its position in Australia's embedded energy networks sector. Arc Energy provides embedded electricity networks that bundle electricity, hot water and internet services for apartment buildings and property developments, enabling customers to secure more competitive utility pricing.

The acquisition is expected to increase Energy Locals' active meter base by around 50%, creating a combined platform of approximately 75,000 active meters, excluding contracted connections yet to go live. The transaction accelerates Energy Locals' expansion into embedded networks, a segment benefiting from growing urban density and increasing demand for integrated utility solutions in residential developments.

The deal continues Palisade Impact's strategy of scaling platform investments through targeted bolt-on acquisitions. Since acquiring Energy Locals from Quinbrook Infrastructure Partners in 2024, Palisade has streamlined the business by divesting its green energy retail operations to Origin Energy and its energy trading business to Zembl, while focusing on infrastructure-like, recurring revenue businesses.

The acquisition reflects broader consolidation across Australia's energy infrastructure sector, where embedded networks are becoming an increasingly attractive asset class due to their predictable cash flows, long-term customer relationships and exposure to the electrification of residential communities. The transaction positions Energy Locals to achieve greater operating scale and strengthen its competitive position in the embedded utilities market.

Arc Energy was advised by Jefferies Australia, while Palisade Impact was advised by Grant Samuel.

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2026

Energy Coal Exit: Origin Explores $3 Billion Yanco Delta Capital Partner Origin Energy has appointed Barrenjoey and ICA Partners to test investor interest in bringing a capital partner into its Yanco Delta Wind Farm, in a transaction that could value the project at around $3 billion. Rather than pursuing an outright sale, Origin is seeking to monetise part of one of Australia's largest renewable energy developments while retaining strategic exposure to the asset.

The process is expected to attract strong interest from global infrastructure funds, pension investors and strategic energy investors seeking large-scale renewable assets with stable, longterm cash flows. Yanco Delta represents a scarce opportunity to invest in utility-scale wind generation, benefiting from Australia's accelerating energy transition and increasing demand for renewable electricity.

The investment thesis is underpinned by institutional demand for renewable infrastructure, driven by favourable decarbonisation policies, long-term contracted revenues and growing corporate demand for clean energy. For Origin, introducing a capital partner would unlock capital to recycle into future growth projects, improve capital efficiency and support the continued expansion of its renewable energy portfolio.

The proposed transaction highlights the broader trend of listed energy companies partnering with infrastructure investors to fund the next phase of renewable development, while providing longterm investors with access to high-quality energy infrastructure assets.

Barrenjoey and ICA Partners are advising Origin Energy on the capital partner process.

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2026

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