CC Logistics (Australia) Pty Ltd entered into a binding agreement to acquire unknown stake in Rand Refrigerated Logistics, Harris Refrigerated Transport Pty Ltd, Scott's Refrigerated Freightways PTY LTD and JAT Refrigerated Road Services Pty Ltd from Automotive Holdings Group Limited (ASX:AHG) for an enterprise value of approximately AUD 400 million on November 23, 2017. The consideration is subject to various adjustments including movement in working capital and capital expenditure until completion. The consideration comprises of approximately AUD 280 million in cash and assumption by HNA Group (International) Company Limited, parent of CC Logistics (Australia) Pty Ltd, of approximately AUD 120 million in finance lease liabilities associated with refrigerated logistics business. As of June 28, 2018, HNA Group (International) Company Limited proposed amendments to certain terms of the transaction. Discussions in relation to these proposed amendments are incomplete and there is no certainty that any revised transaction will be agreed between Automotive Holdings Group Limited and HNA Group (International) Company Limited. Automotive Holdings Group Limited would be eligible to receive meaningful break fee in circumstances where the agreement is terminated due to HNA Group (International) Company Limited failing to obtain any necessary regulatory approvals. Automotive Holdings Group Limited would be liable to pay the break fee in certain limited circumstances. For the year ended June 30, 2017, refrigerated logistics business has reported operating EBITDA of approximately AUD 35 million. Stephen Cleary, Chief Executive Officer of AHG, will remain on same position with the refrigerated logistics business along with the existing management team and employees of the business. The transaction is subject to certain conditions including regulatory approval, consent from creditors of Automotive Holdings Group Limited and certain landlords. The agreement contains warranties and indemnities customary for this transaction. In addition to the terms of the agreement, Automotive Holdings Group Limited will provide a range of transitional services including information technology and head office support functions to refrigerated logistics business for a period of 12 months following completion. Automotive Holdings Group Limited also agreed that it will not operate a refrigerated logistics business for a period of five years from completion. As of June 28, 2018, FIRB approval of the transaction has not yet been obtained by HNA Group (International) Company Limited. HNA Group (International) Company Limited has informed Automotive Holdings Group Limited that FIRB's decision with respect to the approval of the transaction is now expected to be made on or about June 29, 2018, with formal notification of that decision expected in early July 2018.The transaction is expected to complete during first quarter of 2018. The proceeds from the sale of refrigerated logistics business will enhance Automotive Holdings Group Limited financial capacity to continue to grow its automotive retail operations. Automotive Holdings Group Limited also intends to explore capital management initiatives to maintain an efficient balance sheet and minimize its overall cost of capital. The sale of refrigerated logistics business is not expected to have any material impact on Automotive Holdings Group Limited retail division or non-refrigerated logistics operations. UBS AG, Australia Branch and Roger Davies and Stuart James of Ashurst Australia acted as financial and legal advisor to Automotive Holdings Group Limited respectively. Belinda Fan, Kate Carlile and Keara Stretton of Herbert Smith acted as legal advisors for HNA Group, parent of CC Logistics. Deutsche Bank AG acted as financial advisor to CC Logistics CC Logistics (Australia) Pty Ltd cancelled the acquisition of unknown stake in Rand Refrigerated Logistics, Harris Refrigerated Transport Pty Ltd, Scott's Refrigerated Freightways PTY LTD and JAT Refrigerated Road Services Pty Ltd from Automotive Holdings Group Limited (ASX:AHG) on July 2, 2018.