Nick Miller

Nick Miller

Partner / Principal

Melbourne


Personal Experience

Nick specialises in corporate and commercial transactions, with a particular emphasis on acquisitions and disposals of businesses and companies. His expertise includes joint ventures, commercial contracts, governance, corporate law, due diligence and foreign investment. Nick was selected as the Corporate Livewire Australian M&A Lawyer of the Year in 2017.

Nick has represented Australian (private and government), European, Asian and United States clients operating in various industry sectors, including clients in the manufacturing, distribution, electricity and agribusiness sectors.

He is highly regarded for his negotiation skills and pragmatic approach.

Nick has a particular focus on working with private business owners and for over 25 years has assisted clients achieve the best value upon the sale of their business. His specialised knowledge and experience with private businesses, joint ventures, governance and succession planning helps these clients prepare to secure their best exit.

Nick also undertakes governance and commercial work for a range of not-for-profit organisations.

Nick worked at Clayton Utz (Sydney and Melbourne) for 24 years, including 14 years as a partner before joining Hunt & Hunt in 2013.

Recent major projects include:

Cabrini Health:  acted for Cabrini Health Limited:

  • on the restructuring of its Cabrini Pathology operations, to create a joint venture with Melbourne Pathology, including related service agreement arrangements; and
  • on the divestment of Cabrini’s laundry services business to Spotless, and in negotiating a long term linen services agreement to apply post sale between Spotless and Cabrini.

SMS Broadcast: acted for the private seller of this wholesale text messaging business on his sale to MessageMedia.

QEP Australia: advised on its acquisition of Queensland – based P.R. Floors’ wholesale flooring and related products distribution business.

Mustad Hoofcare SA: advised the Mustad Hoofcare Group on the sale of its Australian retail equestrian business operations to EQ Saddleworld Pty Ltd, a joint venture vehicle in which Mustad holds 25% and interests associated with Geoff and James Sinclair hold the remaining 75%.

Britannia: acted for the private owner on his sale of the Britannia sheet metal design, engineering and manufacturing business to the Design Group.

VEC Civil Engineering: Acted for the private owners of this civil contracting business on their sale to Downer EDI Limited. Our work for this long-standing client included advice over several years to assist in preparing the business so that proceeds were maximized on exit.

Hotel GmbH: Acted on its strategic investment in The Lido Group Pty Ltd, an Australian-based corporate and government accommodation aggregator and integrated payment solutions provider.  Our role included undertaking due diligence, documentation of the staged investment over several years, negotiation and completion of the initial (in 2016) and final (in 2019) share tranches.

Private Sellers: acted for the Dixon/Whitbourne family on the sale of their interest in Adbooth Pty Ltd (the operator of the telephone booth/outdoor advertising business under licence from Telstra) to the other shareholder, JCDecaux.

L.H. Perry & Sons: Advised the half owner of this large South Australian petroleum retail and distribution business on his successful exit.  This was achieved through the exercise of the other shareholder’s pre-emptive rights but precipitated by our client entering into an option agreement with an external party and that option being exercised.

Hydro Tasmania: Advised on a range of merger & acquisition, commercial and strategic matters, including:

  • The establishment of the Roaring 40s Renewable Energy joint venture with China Light & Power, under which CLP contributed A$120 million for a 50% interest in Hydro Tasmania’s existing and planned renewable projects
  • The subsequent sale of Roaring 40s’ Chinese and Indian wind farm assets to CLP for approximately A$170 million
  • The acquisition of Momentum Energy Pty Ltd, a Victoria/South Australia electricity retailer in a two-stage transaction with a large proportion of consideration structured as an earn out
  • Other strategic and commercial advice including regarding Basslink, the undersea electricity cable between Victoria and Tasmania.

Private exits: For more than 25 years, Nick has acted in wide range of exit transactions for private owners. Examples include acting for the sellers of The National Confectionery Company (sold to Cadbury Schweppes) and the sellers of Ballarat Vibrated Concrete Industries (sold to Milnes Holdings Limited).

Distressed Sales: acted on the divestment aspects of a range of administrations/receiverships including Range River Gold, GMC, Automotive Components, MelbaTex, Ajax Fasteners and Coo’ee on St Kilda. Nick also acted on the divestment by Nylex Limited of 20 businesses / companies over several years for proceeds of approximately $260 million (excluding property).

Ajax Fasteners: Acted for the administrators of this car components business on an “underwrite” agreement with its major car company customers, to secure ongoing supply to those customers.

Laminex Group: Acted on several acquisitions, joint ventures and supply arrangements for critical inputs.

Leading logistics provider: advised on logistics services contracts with a wide range of corporate customers including Woolworths, Coles/Kmart, BP, CUB, Asahi, Goodman Fielder, Air Liquide, Orora and Asaleo.  Also advised on and negotiated documentation for a major enterprise resource management project for this client.

Department of Education and Early Childhood Development (Vic), on behalf of the Ministerial Council for Education, Early Childhood Development and Youth Affairs: advised on the consolidation of 2 ministerially-owned companies, Curriculum Corporation, now renamed Education Services Australia Limited (ESA) and Education.au Limited.  This included advising on a new governance structure for ESA, preparing and negotiating the consolidation documentation and preparing the notices and explanatory material provided to members of each company to approve the consolidation.

The Salvation Army: acted on the establishment of a series of new entities to hold the Army’s Southern Territory’s affordable housing operations then undertook a significant governance review and implementation project to address compliance with both the Community Housing Providers National Law and also the separate Victorian low cost housing regulatory regime.  Also provided strategic commercial advice on various aspects of a telecommunications tender by the Army.

Wesley Mission Victoria: Advised on its merger with 25 separate Uniting Church community agencies and services, including providing advice and documentation in the areas of corporate governance, tax and due diligence.


Private Business Exits

In the this four part video series, Nick provides practical advice for private business owners looking to exit

Recent Posts

Starting Out on the Right Foot

Don’t let your PPSR registrations expire!

Four Key Areas to Look Out For in Your Customer’s Transport Services Agreement

Personal Experience

Nick specialises in corporate and commercial transactions, with a particular emphasis on acquisitions and disposals of businesses and companies. His expertise includes joint ventures, commercial contracts, governance, corporate law, due diligence and foreign investment. Nick was selected as the Corporate Livewire Australian M&A Lawyer of the Year in 2017.

Nick has represented Australian (private and government), European, Asian and United States clients operating in various industry sectors, including clients in the manufacturing, distribution, electricity and agribusiness sectors.

He is highly regarded for his negotiation skills and pragmatic approach.

Nick has a particular focus on working with private business owners and for over 25 years has assisted clients achieve the best value upon the sale of their business. His specialised knowledge and experience with private businesses, joint ventures, governance and succession planning helps these clients prepare to secure their best exit.

Nick also undertakes governance and commercial work for a range of not-for-profit organisations.

Nick worked at Clayton Utz (Sydney and Melbourne) for 24 years, including 14 years as a partner before joining Hunt & Hunt in 2013.

Recent major projects include:

Cabrini Health:  acted for Cabrini Health Limited:

  • on the restructuring of its Cabrini Pathology operations, to create a joint venture with Melbourne Pathology, including related service agreement arrangements; and
  • on the divestment of Cabrini’s laundry services business to Spotless, and in negotiating a long term linen services agreement to apply post sale between Spotless and Cabrini.

SMS Broadcast: acted for the private seller of this wholesale text messaging business on his sale to MessageMedia.

QEP Australia: advised on its acquisition of Queensland – based P.R. Floors’ wholesale flooring and related products distribution business.

Mustad Hoofcare SA: advised the Mustad Hoofcare Group on the sale of its Australian retail equestrian business operations to EQ Saddleworld Pty Ltd, a joint venture vehicle in which Mustad holds 25% and interests associated with Geoff and James Sinclair hold the remaining 75%.

Britannia: acted for the private owner on his sale of the Britannia sheet metal design, engineering and manufacturing business to the Design Group.

VEC Civil Engineering: Acted for the private owners of this civil contracting business on their sale to Downer EDI Limited. Our work for this long-standing client included advice over several years to assist in preparing the business so that proceeds were maximized on exit.

Hotel GmbH: Acted on its strategic investment in The Lido Group Pty Ltd, an Australian-based corporate and government accommodation aggregator and integrated payment solutions provider.  Our role included undertaking due diligence, documentation of the staged investment over several years, negotiation and completion of the initial (in 2016) and final (in 2019) share tranches.

Private Sellers: acted for the Dixon/Whitbourne family on the sale of their interest in Adbooth Pty Ltd (the operator of the telephone booth/outdoor advertising business under licence from Telstra) to the other shareholder, JCDecaux.

L.H. Perry & Sons: Advised the half owner of this large South Australian petroleum retail and distribution business on his successful exit.  This was achieved through the exercise of the other shareholder’s pre-emptive rights but precipitated by our client entering into an option agreement with an external party and that option being exercised.

Hydro Tasmania: Advised on a range of merger & acquisition, commercial and strategic matters, including:

  • The establishment of the Roaring 40s Renewable Energy joint venture with China Light & Power, under which CLP contributed A$120 million for a 50% interest in Hydro Tasmania’s existing and planned renewable projects
  • The subsequent sale of Roaring 40s’ Chinese and Indian wind farm assets to CLP for approximately A$170 million
  • The acquisition of Momentum Energy Pty Ltd, a Victoria/South Australia electricity retailer in a two-stage transaction with a large proportion of consideration structured as an earn out
  • Other strategic and commercial advice including regarding Basslink, the undersea electricity cable between Victoria and Tasmania.

Private exits: For more than 25 years, Nick has acted in wide range of exit transactions for private owners. Examples include acting for the sellers of The National Confectionery Company (sold to Cadbury Schweppes) and the sellers of Ballarat Vibrated Concrete Industries (sold to Milnes Holdings Limited).

Distressed Sales: acted on the divestment aspects of a range of administrations/receiverships including Range River Gold, GMC, Automotive Components, MelbaTex, Ajax Fasteners and Coo’ee on St Kilda. Nick also acted on the divestment by Nylex Limited of 20 businesses / companies over several years for proceeds of approximately $260 million (excluding property).

Ajax Fasteners: Acted for the administrators of this car components business on an “underwrite” agreement with its major car company customers, to secure ongoing supply to those customers.

Laminex Group: Acted on several acquisitions, joint ventures and supply arrangements for critical inputs.

Leading logistics provider: advised on logistics services contracts with a wide range of corporate customers including Woolworths, Coles/Kmart, BP, CUB, Asahi, Goodman Fielder, Air Liquide, Orora and Asaleo.  Also advised on and negotiated documentation for a major enterprise resource management project for this client.

Department of Education and Early Childhood Development (Vic), on behalf of the Ministerial Council for Education, Early Childhood Development and Youth Affairs: advised on the consolidation of 2 ministerially-owned companies, Curriculum Corporation, now renamed Education Services Australia Limited (ESA) and Education.au Limited.  This included advising on a new governance structure for ESA, preparing and negotiating the consolidation documentation and preparing the notices and explanatory material provided to members of each company to approve the consolidation.

The Salvation Army: acted on the establishment of a series of new entities to hold the Army’s Southern Territory’s affordable housing operations then undertook a significant governance review and implementation project to address compliance with both the Community Housing Providers National Law and also the separate Victorian low cost housing regulatory regime.  Also provided strategic commercial advice on various aspects of a telecommunications tender by the Army.

Wesley Mission Victoria: Advised on its merger with 25 separate Uniting Church community agencies and services, including providing advice and documentation in the areas of corporate governance, tax and due diligence.


Private Business Exits

In the this four part video series, Nick provides practical advice for private business owners looking to exit

Nick Miller

Partner / Principal

Melbourne


Awards

  • Australian M&A Lawyer of the Year, Corporate LiveWire, 2017
  • Leading Corporate Governance Lawyer, Who’s Who Legal 2019 (and 2018, 2017 & 2016)
  • Best Lawyers in Australia for M&A Law, Corporate Law, Corporate/Governance Practice and Commercial Law, 2019, 2018, 2017 and 2016. Also awarded in 2015 (M&A Law, Corporate Law and Corporate/Governance Practice) and 2014 (Corporate/Governance Practice)
  • Woodside Better Business Award Victoria, Creative Partnerships Australia, 2013

    Education and Accreditation

    • Bachelor of Economics, University of Sydney, 1985
    • Bachelor of Laws, University of Sydney, 1987
    • Masters of Laws, University of Sydney, 1995

    Publications

    Memberships and Associations

    • Member, Australian Institute of Company Directors
    • Member, Law Institute of Victoria
    • Chair, Experimenta Media Arts Inc (2008-2014)

    Recent Posts

    Starting Out on the Right Foot

    Don’t let your PPSR registrations expire!

    Four Key Areas to Look Out For in Your Customer’s Transport Services Agreement