Stokes reaps $100m land bonanza from WesTrac

KERRY Stokes has transferred more than $100 million of property out of his earth-moving business WesTrac to his private company Australian Capital Equity and will lease it back to the merged Seven Group Holdings for $18 million a year.

By InvestSMART · 18 Mar 2010

By InvestSMART ·
18 Mar 2010

Documents sent to Seven Network shareholders about the merger of Mr Stokes's media interests with his earth-moving business WesTrac Group reveal that a deal excising some of WesTrac's "non-core" assets was struck the day before Seven and WesTrac announced merger plans in February.

One part of the deal involves "all freehold properties owned by WesTrac Group and used in the WesTrac business being transferred out of WesTrac Group to Fairburn Nominees", identified as a wholly owned subsidiary of Mr Stokes' ACE.

After the sale and leaseback valuing the properties at $100.6 million, Mr Stokes's ACE becomes a landlord in another related party transaction.

"These properties used in WesTrac business will then be leased back to the WesTrac Group under triple net leases. The rent of these properties will be approximately $18 million per annum, increasing to approximately $40 million per annum" when a series of projects are complete.

The day after penning the deal, Seven said it would merge with WesTrac to become Seven Group Holdings. That day, Seven announced an "agreed enterprise value" of $2 billion for WesTrac including half equity and half debt.

The property deal includes a 3 per cent annual rent increase on a 10-year term, the lessee paying maintenance costs on the property up to $100,000 per month before the owner may be asked to contribute, and the lessee paying the owner's legal costs.

ACE is being paid $1 billion in Seven shares for the WesTrac business. Mr Stokes will emerge with 68 per cent of the new company.

The documents also show a series of related party transactions including an eight-year deal WesTrac has with a subsidiary of ACE to use its aircraft for a fee of $165,000 per month.

The documents reveal $10.8 million in fees payable by Seven Network should the deal not proceed.

Also disclosed, Seven's listed investments contain "an unrealised and unadjusted loss of approximately $60 million"; and KKR, Seven Network's joint venture partner in Seven Media Group, can exit its stake at will, triggering payment of a deferred tax liability of $600 million.

Seven declined to make Mr Stokes available to BusinessDay.