M&A and Corporate Transactions and Advisory
Vanessa’s corporate transactions and advisory practice focuses principally on M&A, strategic investments and joint ventures as well as on corporate governance and compliance.
She has advised on first of its kind transactions such as advising Coca-Cola Hellenic on its redomiciliation from Greece to Switzerland by way of a €6.2 billion exchange offer to insert Coca-Cola HBC AG as the new topco and her transactional experience also includes advising Coca-Cola HBC AG on the acquisition of approximately 94.7% of Coca-Cola Bottling Company of Egypt S.A.E. from its two major shareholders in separate transactions; Ignite Luxembourg Holdings, indirectly managed by Rhône Holdings VI, in its partial offer for, and acquisition of 20% of, RHI Magnesita; Alfasigma S.p.A in its merger with Intercept Pharmaceuticals, Inc.; e& in its acquisition of its stake in Vodafone Group Plc, becoming Vodafone’s largest shareholder; Silver Lake as an investor in connection with its investment in Getir’s Series D and Series E funding rounds; Dogus Holdings on the sale of its international and Turkish marinas businesses to CVC in two separate transactions; Softbank Group on the acquisition of 25% of Arm Holdings from Softbank Vision Fund; TFI TAB Gida on its joint venture arrangements at holding company and two subsidiary levels, and on various strategic transactions; J.C. Flowers in relation to its acquisition of a 30% stake in LMAX and in relation to the formation of Castle Trust; York Capital in relation to several public and private investments, including its joint venture arrangements with CMRE, with Globalworth and Credit Suisse; Standard Industries on its acquisition of Icopal from Investcorp Ltd; Concordia Healthcare Corp. on its acquisition of Amdipharm Mercury Limited from Cinven; Credit Suisse on its acquisition of Morgan Stanley’s EMEA private wealth management business; Fara Holdco Limited, owners of the Bibby Offshore group of companies, in its merger with Rever Offshore AS, on the subsequent disposal of the Rever Offshore business to Boskalis and the disposal of the remaining business through the exercise of drag rights to Rever Holdings; and advising various consortia of international investment banks on their involvement in several electronic trading platforms including CurveGlobal, Trad-X, L-Max and TPSwapDeal. Chi-X on the establishment of its equity trading platform.
Capital Markets
Vanessa has over 30 years’ experience in capital markets with extensive debt, equity-linked and equity capital markets experience, advising at all levels of the capital structure. Her experience includes:
- Equity: Softbank in the $5.23 billion IPO of Arm Holdings plc and its listing on the Nasdaq Global Select Market; Arabian Drilling Company on its $712 million IPO and listing on the Saudi Stock Exchange; advised 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; on the IPO of Carel Industries S.p.A; TFI TAB Gida on its US IPO and NASDAQ listing (withdrawn); in relation to SPAC Justice Holdings; Pershing Square Capital Management on the formation of Pershing Square Holdings and on its IPO on Euronext Amsterdam and its subsequent London listing (premium segment); Coca-Cola Hellenic on its redomiciliation to Switzerland by the insertion of Coca-Cola HBC as the new holding company for the group and the relisting of Coca-Cola HBC on the London Stock Exchange (premium segment), Athex and NYSE; the IPO and listing on the London Stock Exchange of Mail.ru and its subsequent follow on offering; in relation to the IPO and listing on the London Stock Exchange (premium segment) of GlobeOp Financial Services; on placings by Greencore Group, Dolphin Capital Investors, Anglo Gold Ashanti, PT Inco and Volkswagen and on equity-linked issuances including MOL, San Miguel Corporation, Anglo American, Cable & Wireless, BAA, Liberty International, United Business Media and Espirito Santo Financial Group
- Debt: regularly advises international corporates on their debt programmes and standalone issuances, including Koninklijke Philips N.V. in its European and U.S. tender offers, on its €10 billion EMTN programme and Reg S issuances under that programme and on standalone Reg S green innovation and social bonds; Antofagasta plc in its $500 million Rule 144A/Regulation S offering of unsecured notes; Pershing Square Holdings on its $500 million 3.250% senior Rule 144A/Reg S notes; The Kingdom of Denmark on its €50 billion EMTN Programme and recent Reg S and Rule 144A $2 billion issuance under that programme; Equinor (formerly Statoil) on its €20 billion EMTN programme and Reg S issuances under that programme; Signify on its inaugural Reg S bond issuance to refinance Eaton Lighting acquisition debt; Coca-Cola HBC on the establishment of its EMTN programme and Reg S issuances under that programme, its CP programme and its European tender offers; Stellantis on the establishment of its €30 billion EMTN programme and its Reg S issuances under that programme; Fiat Chrysler Automobiles on its €20 billion EMTN programme and Reg S issuances under that programme; CNH Industrial in relation to its €10 billion EMTN programme and its access to the Covid Corporate Finance Facility; TDF Infrastructure on its €800 million bond offering; Ferrari on its €650 million bond offering in 2020, on its €800 bond offering in 2017 and its €500 million bond offering in 2016; the initial purchasers (as designated underwriters counsel) in Jaguar Land Rover Automotive plc’s Rule 144A and Regulation S offerings and Asian Infrastructure Investment Bank on its inaugural $2.5 billion aggregate principal amount of AAA-rated 2.250% notes due 2024, among many others
- Debt Advisory and Liability Management: advised Eksportfinans in relation to the loss of its export finance monopoly and related claims by creditors, and the successful defence of, event of default claims brought against it by the US hedge fund Silverpoint in the Japanese courts; Equinor (formerly Statoil) in relation to the reorganisation of its NorskHydro and related bondholder and creditor consents; Coca-Cola Hellenic on its redomiciliation to Switzerland and related creditor considerations; Coca-Cola HBC on a post-redomiciliation group reorganization and related bondholder and creditor considerations; ENEL on its group reorganization and related bondholder considerations; Fiat Industrial on its redomiciliation to The Netherlands and Fiat Chrysler Automotive on its proposed merger with PSA, among others
Restructuring
Vanessa’s restructuring experience includes advising the ad hoc committee of RCF lenders on the warrants issued by Cineworld in its recently announced refinancing; Marconi and Marconi Corporation on their all creditor financial restructurings, an all-creditor scheme that at the time was considered the blueprint for subsequent UK financial restructurings; advising Eksportfinans in relation to its contingency planning arising from the loss of its export finance monopoly and related claims by creditors; advising a creditor in relation to Steinhoff International Holdings; advising Olivant in relation to its proposal to rescue and recapitalise Northern Rock; advising the creditors on the financial restructuring of hibu; advising CB Holdings on the disposal of its interest in West Ham FC; advising the creditors on the financial restructuring of Meridien Hotels including the successful hand back of the Grosvenor and Waldorf Hotels and advising the administrative receivers in relation to Boxclever which included transferring control of the U.K.’s first whole business securitization to Fortress and Cerberus.
Professional Activities
Ms. Blackmore is a visiting fellow and an external examiner for the LLM in International Finance at King’s College, University of London.
