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    Andrew Thomson

    European Counsel

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    London

    +44-20-7959-8900

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    thomsona@sullcrom.com

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    Andrew Thomson is European Counsel in Sullivan & Cromwell’s London office and heads the Firm’s UK Tax Practice. He joined Sullivan & Cromwell in 2011. Mr. Thomson has advised on the tax aspects of M&A, redomiciliation, capital markets, banking, securitisation, project finance, structured products and real estate transactions. He also advises on value added tax and the application of the EU state aid rules to tax.

    Mr. Thomson has published articles and spoken at conferences on topics including the European Commission’s proposal for a financial transaction tax, the application of the state aid rules to tax rulings and OECD changes to tax treaty provisions.

    Mr. Thomson has been recognized as a Recommended in Who’s Who Legal: Corporate Tax (2021-2024).

    Spotlight

    S&C Advises Apax Funds on SEK 6.63 Billion Recommended Offer for Norva24 Group AB (publ)

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    S&C Advises Adient Global Holdings in Rule 144A/Reg S Notes Offering

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    Experience

    • Iveco Group N.V. in the signing of its $2 billion Euro Medium-Term Note Program
    • William A. Ackman, and the Bremont Long Term Trust, in their £19 million rescue financing for and investment into Bremont Watch Company Limited
    • Apax Partners in its recommended cash offer to acquire Norva24 Group AB for approximately SEK 6.63 billion
    • e& PPF Telecom Group, a subsidiary of e&, on its acquisition of 100% of Serbia Broadband from United Group and BC Partners
    • Adient Global Holdings in its $795 million offering of Rule 144a/Reg S senior unsecured notes
    • AXA SA in its €5.4 billion sale of AXA Investment Managers to BNP Paribas
    • Goodyear Tire & Rubber Company on the sale of its Off-the-Road tire business for $905 million
    • AXA in the exclusive negotiation to sell AXA Investment Managers to BNP Paribas for a total estimated transaction value of €5.4 billion
    • Bosch in the acquisition of the global HVAC business for residential and light commercial buildings from Johnson Controls, including 100 percent interest in its joint venture with Hitachi, for approximately $8 billion
    • bp in its $1.25 billion offering of SEC-registered subordinated notes and subsequent $2 billion offering of three series of SEC-registered guaranteed notes
    • FGS Global in connection with KKR’s $775 million acquisition of WPP’s full equity position in FGS
    • Dermavant Sciences in a series of liability management transactions to reduce its total debt payments by over $300 million
    • Ferrari N.V. in its €500 million offering of notes listed on Euronext Dublin
    • The underwriters to Amcor Group Finance plc in its $500 million SEC-registered offering of senior notes and in its subsidiary Amcor UK Finance plc’s €500 million SEC-registered offering of senior notes
    • Antofagasta in its $750 million offering of Rule 114a/Reg S senior unsecured notes
    • The joint lead managers to Goodman Group in its €500 million offering of senior notes
    • Swisscom Ltd. in establishing its €10 billion EMTN programme
    • bp in its $1.3 billion offering of subordinated notes, as well as in its cash tender offer of up to $1.3 billion of bp’s outstanding perpetual subordinated notes
    • Palex Medical in its acquisition of Duomed Group from G Square Capital to create the first pan-European medtech distribution platform
    • Nofe Investment S.à r.l., as the largest creditor in the Part 26A restructuring plan of the Project Fürst development in Berlin
    • bp in its $1.25 billion offering of SEC-registered notes and $1 billion offering of SEC-registered guaranteed notes
    • The ad hoc group of convertible bondholders of Arrival on its rescue financing
    • The RCF lenders in connection with the multi-creditor class partially consensual and partially non-consensual restructuring of the Telepizza Group by virtue of one of the first Restructuring Plans in Spain
    • e& in its expansion into Central and Eastern Europe through an investment in a majority stake in PPF Telecom
    • Apax Partners in its acquisition of co-controlling stakes of Palex Medical from funds advised by Fremman, which is the current majority shareholder, as well as Palex management and other minority shareholders
    • B-Flexion on its participation and underwriting as part of the Yew Tree consortium on the £216 million Aston Martin placing
    • The Energy & Minerals Group in its investment, alongside the U.K. Infrastructure Bank and TechMet, in Cornish Lithium plc
    • Wasserman Media Group in the acquisition of the entire issued share capital of CSM Sport and Entertainment Holdings from Chime Communications
    • BP p.l.c. in its SEC-registered debt offering consisting of $1.5 billion 4.893% guaranteed notes due 2033
    • Linde in its intercompany reorganization that resulted in the delisting of Linde’s ordinary shares from the Frankfurt Stock Exchange
    • Goldman Sachs Asset Management, through its infrastructure investing business, in the establishment of Verdalia Bioenergy
    • Diebold Nixdorf in a series of transactions to refinance certain debt with near-term maturities and provide Diebold Nixdorf with $400 million in new capital
    • GFJ Acquisition, a Luxembourg-incorporated special purpose acquisition company with a focus on the ESG-related technology sector, in its business combination with Learnd
    • Highbridge Capital Management and Whitebox Advisors in certain recapitalization transactions intended to provide Biocartis Group with approximately €66 million

    • West Street Infrastructure Partners in Calisen’s acquisition of MapleCo
    • Pershing Square Foundation and TABLE Holdings in their equity investments in Bremont
    • B. Riley Financial, Inc. in the financing of its acquisition of Targus Cayman HoldCo Limited
    • Barclays Bank Plc as administrative agent and sole bookrunner to Cineworld plc in its Chapter 11 restructuring which involved a $1.935 billion Debtor-In-Possession credit agreement
    • United Rentals, Inc. in the amendment and restatement of its $4.24 billion senior secured asset-based loan facility
    • Antofagasta plc in its $500 million Rule 144A/Regulation S offering of unsecured notes
    • e& in its acquisition of a passive 9.8% stake in Vodafone Group Plc for $4.4 billion, becoming Vodafone’s largest shareholder
    • Koninklijke Philips N.V. in its European and U.S. tender offers, in a $2 billion and a €500 million issuance under its EMTN program
    • Watlow Electric Manufacturing Company (a portfolio company of Tinicum Incorporated) in its acquisition and carveout of the Eurotherm business from Schneider Electric Industries SAS
    • The Bank of New York Mellon Corporation in its sale of BNY Alcentra Group Holdings, Inc. to Franklin Resources, Inc
    • Iveco Group NV on its €1.9 billion syndicated facility
    • CNH Industrial NV on the demerger of its On-Highway business into Iveco Group NV
    • Nippon Steel Corporation in its share purchase agreement to acquire 49.99% shares in G Steel Public Company Limited and 49.90% shares in G J Steel Public Company Limited from Kendrick Global Limited, an entity owned by funds managed by Ares SSG. Nippon Steel will launch a mandatory tender offer for the remaining shares of both G Steel and G J Steel, bringing the total acquisition cost to up to approximately $763 million
    • Goldman Sachs’ Asset Management Division on the acquisition of LeasePlan by ALD
    • Goldman Sachs Asset Management Division and Altor Fund IV on the sale of Navico to Brunswick Corporation, for an enterprise value of $1.05 billion
    • BP p.l.c. on its $5.0 billion SEC-registered offering of perpetual subordinated non-call fixed rate reset notes (BP’s first hybrid securities offering and the first corporate perpetual hybrid bond offering in the U.S.)
    • Canada Pension Plan Investment Board in its acquisition of a 49% stake in EIH S.à r.l., an Enbridge entity that is a 50% shareholder with EDF Renewables of Éolien Maritime France SAS
    • Cellink on its SEK 1.5 billion 2.875% senior unsecured convertible bonds due 2026 convertible into Class B shares of Cellink via an ABO and a directed issue of SEK 1.5 billion of new Class B shares
    • BP p.l.c. in its SEC-registered debt offering consisting of $750 million 2.939% guaranteed notes due 2051 and $1.25 billion 3.379% guaranteed notes due 2061
    • Fiat Chrysler Automobiles N.V. on its merger with Peugeot S.A. to create new company, Stellantis N.V.
    • West Street Infrastructure Partners as part of a consortium with Global Energy & Power Infrastructure Fund III, and its co-investor, Mubadala Investment Company PJSC, on the consortium’s offer for Calisen plc
    • Three Hills in the restructuring of its investment in Recycling Lives
    • Spirit AeroSystems Holdings in its acquisition of Bombardier’s aerostructures and aftermarket services operations in Belfast, Northern Ireland; Casablanca, Morocco; and Dallas, United States
    • Generali in its acquisition of Seguradoras Unidas and AdvanceCare for transaction consideration of €600 million
    • Kenmare Resources plc in its secured debt facilities comprising a $110 million term loan facility and a $40 million revolving credit facility
    • the initial purchasers in Jaguar Land Rover’s Rule 144A and Regulation S offering of €500 million of its 5.875% guaranteed unsecured notes due 2024 and €300 million of its 6.875% guaranteed unsecured notes due 2026
    • C.banner International Holdings Limited in its sale of Hamleys Global Holdings Limited to Reliance Brands Limited
    • Fiat Chrysler Automobiles N.V. and Magneti Marelli S.p.A in the sale of automotive components business Magneti Marelli automotive components business to KKR portfolio company CK Holdings Co., Ltd.
    • Canada Pension Plan Investment Board on the sale of 10.8% of the ordinary share of Pets at Home Group plc through an accelerated book build to institutional investors at an aggregate sale price of approximately £80.3 million
    • The Bank of N.T. Butterfield & Son Limited (Bermuda) in its acquisition of ABN AMRO (Channel Islands) Limited through its wholly owned subsidiary, Butterfield Bank (Guernsey) Limited for an aggregate purchase price of approximately £161 million
    • Telia Company AB on its acquisition of Fintur Holdings B.V. from its joint venture partner Turkcell Iletisim Hizmetleri A.S., for an aggregate cash consideriation of approximately €350 million
    • BP p.l.c in its $2 billion SEC-registered debt offering consisting of $1 billion 3.410% guaranteed notes due 2026 and $1 billion 4.234% guaranteed notes due 2028
    • Tokio Marine Holdings, Inc. in its sale of all of the share capital of Tokio Millennium Re AG and Tokio Millennium Re Limited to RenaissanceRe Holdings Ltd.
    • DS Smith Plc on the sale of its Plastics division to Olympus Partners for an enterprise value of $585 million
    • The $2 billion SEC-registered debt offering by BP Capital Markets America Inc., guaranteed by BP plc, consisting of $1 billion 3.790% guaranteed notes due 2024 and $1 billion 4.234% guaranteed notes due 2028
    • Fiat Chrysler Automobiles N.V. on the cross border merger and redomiciliation of the holding company of the Fiat Chrysler Group into the Netherlands and the U.K. and its listing on the New York Stock Exchange and Borsa Italiana
    • Pershing Square Capital Management on the formation of Pershing Square Holdings and on its initial public offering and Euronext listing
    • Fiat Chrysler Automobiles N.V. on its offer of up to $2.875 billion mandatory convertible securities listed on the New York Stock Exchange
    • Macquarie Bank on tax aspects of a $750 million aggregate principal amount of its 6.125% perpetual subordinated notes offering out of Macquarie’s London Branch
    • Jefferies International Limited as sole sponsor and bookrunner of the initial public offering of Allied Minds plc on the London Stock Exchange
    • Fiat Chrysler Automobiles N.V. on the IPO and demerger of Ferrari N.V.
    • Praxair on its proposed merger of equals with Linde
    • Elis SA on its acquisition of Berendsen
    • Kennedy Wilson Europe Real Estate in its merger with Kennedy-Wilson Holdings
    • Goldman Sachs and Canada Pension Plan Investment Board on their proposed acquisition of the investment portfolio of SVG Capital
    • Bancolombia S.A. on its $2.2 billion acquisition of HSBC Bank (Panama) S.A. and its subsidiaries from HSBC Latin America Holdings (U.K.) Limited
    • Goldman Sachs’ Merchant Banking Division on its acquisition of a 50% stake in and on the IPO of, and subsequent sales of shares in, Hastings Insurance (including the sale of a 29.9% stake to Rand Merchant Investment Holdings)
    • Goldman Sachs Group, Inc. on the sale of its interests in Rothesay Life to a consortium of Blackstone, GIC, and Mass Mutual
    • UBS A.G. on the sale of its commodity derivative portfolio business to J.P. Morgan
    • Fiat Chrysler Finance Europe in connection with the European Commission’s state aid investigation into its Luxembourg tax position and its successful appeal before the General Court of the EU
    • Towergate Insurance Group senior secured creditors in connection with Towergate’s financial restructuring and recapitalization
    • The Committee of Senior Secured Noteholders on the restructuring of Brighthouse Group Limited
    • The lenders on the restructuring of distressed U.K./Australian law firm, Slater and Gordon
    • York Capital, who led the Ad Hoc Committee Of Senior Secured Note Holders, in relation to Bibby Offshore Group’s financial restructuring and recapitalization
    • The creditors of hibu on its successful refinancing and restructuring

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    Publications, Videos and Podcasts

    Credentials

    Education

    • Oxford Institute of Legal Practice, Postgraduate Diploma in Legal Practice, 2001
    • The City Law School, City University of London, Diploma in Law, 2000
    • University of Oxford, B.A., 1999

    Bar Admissions

    • England and Wales

    Languages

    • Russian

    Related Practices