Madgwicks recently advised the owners of leading Australian and Melbourne-based homewares wholesaler, Albi, on its sale to Marlin Brands, the Australian consumer arm of South African-based investment firm, Coast2Coast Capital.
Marlin Brands acquired 100% of Albi for a transaction value of over $50 million, with the contract providing for future earn-out consideration.
Albi’s Managing Director, David Danziger, and his management team will continue to manage Albi. Albi supplies retailers such as David Jones, Myer, Freedom and Adairs.
Madgwicks advised the vendors on all legal aspects of the sale. The Madgwicks’ team was led by Corporate Partner, Rick Goldberg, assisted by Finance Partner, Angelo Conti.
Rick Goldberg said: “The challenging aspect of this deal for the vendors was accommodating Coast2Coast Capital’s acquisition model, which they had successfully used for their acquisitions in other jurisdictions. The purchaser’s model involved the vendors providing vendor finance subordinated to Commonwealth Bank as the primary lender. This involved certain complex sale agreement negotiations, but also protecting the vendors with their security position, complying with the Corporations Act financial assistance procedures, and negotiating debt subordination arrangements between he vendors and Commonwealth Bank”.
Albi Managing Director, David Danziger, said: “Albi still has plenty of work to do in Australia and the acquisition by Coast2Coast will help achieve this.” He further noted that Coast2Coast Capital’s plans to become Australia’s market leader in home and kitchenwares will take time. “Coast2Coast Capital will be looking for diverse complementary businesses as part of its growth strategy, though the businesses will likely have a bit of overlap”.
Quentin Miller of Intrinsic Partners acted as the vendors’ corporate advisor. Albi’s long time legal advisor, Wayne Sacks of Batten Sacks and accountant, Harold Lourie of McLean Delmo Bentleys also assisted with legal, accounting and tax advice on the deal.
Rick Goldberg further noted: “As often is the case, negotiating and closing the deal took longer and involved more issues than originally anticipated. However, it is pleasing that, at the end of the day, with some concessions by both parties, everyone is happy and looking forward to the future growth of Albi, and the expansion of Marlin Brands in Australia.”