Amelia J.Berczelly

Of Counsel

Sydney + 61.2.8272.0520

Amelia Berczelly has more than 10 years' experience acting on a range of high-profile and complex corporate transactions, with a particular focus on public company takeovers, schemes of arrangement, corporate restructures, and strategic joint ventures. She has represented clients across various industries, including financial services, infrastructure, aviation, mining and resources, food and beverage, agriculture, health, and technology.

Amelia has extensive experience in advising companies and boards on corporate governance and securities law matters, including continuous disclosure, directors' duties, insider trading regulation, Corporations Act and ASX listing rule compliance, takeover preparedness, and the issues that arise in the context of structuring and implementing large M&A transactions and corporate reorganizations. Amelia also has significant experience in foreign investment regulation and dealings with the Foreign Investment Review Board (FIRB).

Experience

  • Pepper Global completes IPO of subsidiary, Pepper Money on ASXJones Day advised Pepper Global on the demerger and initial public offering (IPO) of its subsidiary, Pepper Money Limited, on the ASX.
  • Pepper Global restructures corporate groupJones Day advised Pepper Global, a leading diversified global loan servicer and lender, on a major restructure of its corporate group.
  • Koch Equity Development acquires Transaction Network ServicesJones Day advised Koch Equity Development LLC, the acquisition and investment subsidiary of Koch Industries, Inc., in the acquisition of Transaction Network Services, Inc. (TNS) from affiliates of Siris Capital Group, LLC and TNS' other minority equity holders.
  • Peabody Energy completes comprehensive exchange transactionJones Day represented Peabody Energy Corporation (the "Company"), a large private-sector coal company, in connection with a series of recapitalization transactions to, among other things, provide the Company with maturity extensions and covenant relief, while allowing it to maintain sufficient operating liquidity and financial flexibility, including: (i) an offer to exchange any and all of its outstanding $459 million aggregate principal amount of 6.000% Senior Secured Notes due 2022 (the "Existing Notes") for (a) new 10.000% Senior Secured Notes due 2024 to be co-issued by PIC AU Holdings LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Peabody ("AU HoldingsCo"), and PIC AU Holdings Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Peabody ("AU HoldingsCorp" and, together with AU HoldingsCo, the "Co-Issuers"), and (b) new 8.500% Senior Secured Notes due 2024 to be issued by Peabody; and (ii) a restructuring of the revolving loans under the Company's existing credit agreement (the "Existing Credit Agreement") by (a) making a pay down of revolving loans thereunder in the aggregate amount of $10 million, (b) the co-issuers incurring $206 million of term loans under a credit agreement, dated as of January 29, 2021, (c) the Company entering into a letter of credit facility, and (d) the Company amending the existing credit agreement.
  • GetSwift completes re-domicile to Canada's NEO ExchangeJones Day acted as Australian legal advisor to GetSwift Limited in its "top hat" scheme of arrangement to create a new Canadian holding company and re-domicile from Australia to Canada, resulting in its delisting from ASX and a new listing on the NEO Exchange in Toronto.
  • STERIS acquires Cantel Medical for $3.6 billionJones Day advised STERIS plc in its acquisition of Cantel Medical Corp, a global provider of infection prevention products and services primarily to endoscopy and dental customers, for $3.6 billion.
  • Pepper Group to sell Pepper European Servicing to Link Group for €165 millionJones Day is advising Pepper Group Limited, a leading diversified global consumer finance business, in connection with its sale of Pepper European Servicing (PES) to Link Group.
  • PolyOne acquires Clariant color and additive masterbatch business for $1.5 billionJones Day advised PolyOne Corporation in the $1.5 billion purchase of Clariant’s global color and additive masterbatch business.
  • Centuria Capital acquires 50% voting interest and 63.06% economic interest in Centuria HeathleyJones Day advised Centuria Capital Limited on the acquisition by its wholly-owned subsidiary, Centuria Platform Investments Pty Ltd, of a 50% voting interest and 63.06% economic interest in Heathley Limited's property funds management platform, forming a specialist healthcare funds manager, Centuria Heathley.
  • Pepper Group acquired by KKR in A$675.9 million scheme of arrangementJones Day advised Pepper Group Limited ("Pepper") on the acquisition of a controlling interest in Pepper by way of scheme of arrangement by an affiliate of KKR, a leading global investment firm.
  • Centuria Industrial REIT (CIP) unsuccessful takeover proposal from PropertylinkJones Day advised Centuria Industrial REIT (CIP) in the attempted A$755 million ($548.3 million) unsolicited indicative and non-binding proposal from Propertylink Group to acquire all of the units in Centuria Industrial REIT by way of an agreed off-market takeover offer.
  • USG acquired by Gebr. Knauf for $7 billionJones Day advised USG Corporation in the acquisition by Gebr. Knauf KG ("Knauf") of all of the outstanding shares of USG in a transaction valued at $7 billion.
  • Lowe's exits from Masters Home Improvement joint venture with Woolworths in AustraliaJones Day provided strategic advice and assisted Lowe's Companies, Inc. with various aspects of its exit from a joint venture with Woolworths Limited, with respect to the Masters hardware and home improvement retail business established by the joint venture in Australia and New Zealand.
  • Newell Brands sells Pure Fishing to Sycamore Partners for $1.3 billionJones Day advised Newell Brands Inc. in the sale of its Pure Fishing business to Sycamore Partners for approximately $1.3 billion in cash.
  • EagleTree Capital portfolio company acquires HotelsWorldJones Day represented EagleTree Capital in connection with the acquisition by portfolio company Northstar Travel Group, a leading provider of business-to-business information, content, events, data, research, custom content, and software dedicated to the global travel and meeting industries, of HotelsWorld, a suite of industry events for senior hotel executives in the Australia and New Zealand region.
  • Total sells Atotech to The Carlyle Group for $3.2 billionJones Day advised Total in the $3.2 billion sale of specialty chemical affiliate Atotech B.V., a global manufacturer of high technology plating solutions, to The Carlyle Group.
  • Key management advised on sale by KKR of its interest in GenesisCare to China Resources Group and Macquarie CapitalJones Day advised Key management, including Dan Collins (CEO) and David Vaux (Chairman), in connection with the sale by KKR & Co. of its interest in GenesisCare Limited, a healthcare provider, to China Resources Group and Macquarie Capital, including advising on options relating to the CEO and Chairman's current shareholdings in the company and a new management equity plan for the CEO and Chairman.