Deal profile | Kathmandu catches Rip Curl’s wave

Gadens is pleased to have advised Kathmandu Holdings Limited (Kathmandu), a dual listed entity on the NZX and ASX, on its acquisition of iconic global surf brand and action sports company, Rip Curl Group Pty Limited (Rip Curl). Kathmandu has announced its entry into a binding agreement to acquire 100% of Rip Curl for A$350 million. The transaction is to be financed by a fully underwritten pro rata accelerated entitlement offer to raise approximately A$138 million and a vendor placement of approximately A$31 million. The balance of the transaction is to be funded by new senior secured debt facilities.

Founded in Bells Beach, Australia in 1969, Rip Curl is a designer, manufacturer, wholesaler and retailer of surfing equipment and apparel, and has a global presence across Australia, New Zealand, North America, Europe, South East Asia and Brazil. The acquisition of Rip Curl transforms Kathmandu into a global outdoor and action sports company by combining the two iconic Australasian brands and provides the opportunity for Kathmandu to considerably diversify its geographic footprint, channels to market and seasonality profile.

The Gadens team was led by corporate partner Michael Kenny and senior associate Winnie Sinn, with support from partners Andrew Kennedy, Kerry Awerbuch, Brett Feltham, David Smith, Adam Walker, Peter Poulos, Elliot Raleigh, senior associate Matthew Burge and lawyers Harveen Dhaliwal, William Zhang and Brittany Kluske. Gadens advised on the Australian legal aspects of the transaction and capital raise.

Kathmandu legal counsel Frances Blundell acted in the deal as internal legal adviser.

Chapman Tripp partners John Strowger and Rachel Dunne, and senior associates Jeremy Gray and Philip Ascroft advised Kathmandu in relation to the transaction and capital raise from a New Zealand law perspective.

The acquisition of Rip Curl follows Kathmandu’s purchase of American outdoor footwear company Obōz Footwear LLC in 2018, which Gadens and Chapman Tripp also advised on. Credit Suisse (Australia) Limited and Jarden Securities Limited are joint lead managers for the entitlement offer, and Credit Suisse (Australia) Limited, Jarden Partner Limited, and Deutsche Craigs Limited are underwriters to the entitlement offer. Credit Suisse AG (Sydney Branch) are the underwriter of the senior debt facilities.