Pragma Lawyers assists in the restructure of Leeuwin Ocean Adventure Foundation Limited

The team at Pragma Lawyers recently assisted voluntary administrators, Messrs John Bumbak and Richard Tucker of Kordamentha, on the successful and ongoing restructure of Leeuwin Ocean Adventure Foundation Limited. The major asset of the Foundation is a Western Australian icon - the STS Leeuwin II.

The organisation conducts leadership programs for youth in a unique environment at sea aboard the Leeuwin Australia's largest sail training tall ship. The administration involved unique aspects from a legal perspective: for example, the Foundation is a company limited by guarantee, a registered charity, and the administrator of a Public Fund maintained in accordance with the objects in its Constitution.

The administrators were protected by relief obtained from the Supreme Court of Western Australia in relation to applying the funds held by the company on their appointment towards the ongoing objects of the Foundation.

‍The Outcome

‍The administrators undertook an advertising campaign seeking expressions of interest for the recapitalisation of the Foundation. This resulted in the administrators recommending, to the body of creditors, a proposal put forward by way of DOCA by Minderoo Foundation Limited as trustee for the Minderoo Foundation Trust. The Minderoo proposal has now been recorded in a DOCA executed by the administrators, and pursuant to this:

1. Minderoo is to provide an undertaking to enter into a grant and collaboration agreement with the Foundation to provide ongoing financial support. This is to guarantee the Foundation's operations remain stabilised and that any future, material maintenance capex required on the Leeuwin will be met.
2. Commitments to existing sponsors and persons who had already paid for voyages will be upheld.
3. Participating creditors will receive a return of 100 cents in the dollar.
4. Employees shall retain their roles with the Foundation and the large body of volunteers can continue to support the Foundation's charitable purposes.

We are pleased to have played a role in facilitating these outcomes for the Leeuwin and it's stakeholders. The Pragma team comprised Aaron McDonald, Nick Malone, Katie Noseda, Henry van der Westhuizen, Elizabeth McLean, Max Used and Julie Marchese. Minderoo is represented by King & Wood Mallesons. If you require advice or assistance in relation to restructuring or insolvency please contact Aaron McDonald (aaron@pragma.law) or Nick Malone (nick@pragma.law) via email or call (08) 6188 3340.