Vanessa K. BlackmorePartner
Vanessa Blackmore joined Sullivan & Cromwell as a partner in 2006 in the London office. She has a broad-based international corporate and finance practice, advising clients on a wide range of strategic transactional and advisory matters including on international debt, equity and equity-linked financings, debt advisory and liability management, mergers and acquisitions, joint ventures, corporate reorganisations, financial restructurings as well as on corporate governance and compliance issues. She has considerable experience in complex cross-border transactions and capital markets matters and on working on bespoke and innovative solutions.
SELECTED REPRESENTATIONSCapital Markets
Vanessa has over 30 year’s 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: 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1.5 billion of new Class B shares; on the IPO of Carel Industries S.p.A; TFI TAB Gida on its US IPO and NASDAQ listing (withdrawn); in relation to SPAC Justice Holdings; Pershing Square Capital Management on the formation of Pershing Square Holdings and on its IPO on Euronext Amsterdam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.
M&A and corporate transactions and advisory
Vanessa’s corporate transactions and advisory practice focuses principally on private M&A transactions, strategic investments and joint ventures as well as on corporate governance and compliance.
- She has advised on first of its kind transactions such as 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 for the group and her transactional experience also includes advising Coca-Cola HBC AG, via its subsidiary Coca-Cola HBC Holdings BV, on the acquisition of approximately 94.7% of Coca-Cola Bottling Company of Egypt S.A.E. from its major shareholders, for $427 million; e& in its acquisition of a passive 9.8% stake in Vodafone Group Plc for $4.4 billion, becoming Vodafone’s largest shareholder; Silver Lake as an investor in connection with Getir’s Series D and Series E funding rounds; Dogus Holdings on the sale of its international and Turkish marinas businesses to CVC; TFI TAB Gida on its minority shareholder arrangements at holding company and subsidiary level, on its master franchise arrangements 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 Chelsea Permanent Capital Holdings; York Capital in relation to several public and private investments, including its joint venture with CMRE, its arrangements with Globalworth and its arrangements with 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 and on the subsequent disposal of the Rever Offshore business to Boskalis; Validis on its acquisition of Future Route; Evercore on its acquisition of ISI; Aquiline Capital Partners on its acquisitions of CRT Capital Group and Conning; TeliaSonera on its cash tender offers for AS Eesti Telecom and Teo LT AB; Mitsubishi UFJ Financial Group on its strategic investment in Morgan Stanley and related joint venture arrangements, among others, 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
- 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.
Ms. Blackmore has been named as one of IFLR 1000’s Women Leaders - an elite cohort of leading female transactional experts in local markets globally – three times in succession. She is recognised as one of the “50 Most Influential Women in the Law” by Legal Business magazine, as a “leading practitioner in the capital markets field” by Euromoney’s Women in Business Law Expert Guide 2019, and was honored as “Outstanding Practitioner of the Year” by Euromoney, Women in Business Law Awards: Best in Debt, Best in Equity, among other notable guides to the legal profession. She is recommended as a leading lawyer for capital markets in consecutive recent editions of Chambers Global, Chambers Europe, Chambers UK and The Legal 500 United Kingdom, as well as for M&A and capital markets (equity) in IFLR1000. She is a contributing editor to Tolley’s, International Financial Law Review and to Capital Markets Law Journal.
Ms. Blackmore is a visiting fellow and an external examiner for the LLM in International Finance at King’s College, University of London.