CapStra was initially engaged by the founders of Quest, to obtain upfront agreement on key terms to support the proposed sale of the founders’ controlling interest in Quest to the incumbent minority shareholder.
At the time of CapStra’s engagement, the founders held an 80% controlling interest in Quest with the balance held by The Ascott Ltd (Ascott). In late 2016, the Ascott indicated their interest in increasing their shareholding to a controlling interest. The Quest founders were prepared to engage with Ascott subject to reaching upfront agreement on key terms including pricing, timing and appropriate mechanisms to safeguard the founders’ residual interests – which was ultimately secured.
CapStra’s role entailed the negotiation of transaction documentation, which reflected the quantitative and qualitative objectives of the founders, providing strategic advice, overseeing the legal documentation process, managing the due diligence process, facilitating discussions with Ascott as required, and providing general oversight to settlement. CapStra adopted a two-phased approach to the transaction:
The transaction valued 100% of Quest at AUD300 million, on a going concern basis and provided appropriate mechanisms to safeguard and provide liquidity for the founders’ residual minority interest