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Trainees play a pivotal role in our market-leading deals

Clifford Chance advises Actis and Mainstream on the sale of Lekela Power in Africa's biggest renewable energy deal

Clifford Chance has advised Actis, a leading global investor in sustainable infrastructure, and global wind and solar company, Mainstream Renewable Power, on the sale of Lekela Power to a joint venture between the Infinity Group and Africa Finance Corporation. The transaction has an enterprise value of approximately US$1.5 billion and is subject to regulatory approvals and customary closing conditions.

This deal adds to Clifford Chance's recent track record of advising on successful exits of clean energy businesses in the high growth markets of Latin America and Africa. Further, it builds upon Clifford Chance's longstanding association with Lekela.

The deal required collaboration within Clifford Chance's Private Equity team, specialist renewable energy sector advice and construction expertise, amongst other things.

Working on the deal...

Tahmid Chowdhury, Trainee

"This sale represents the biggest renewable energy deal to date in Africa! I joined the deal team early into an auction process when bidders were being shortlisted.

As a first seater I was particularly fortunate to be given a high level of responsibility early on and also direct client contact. This included managing the documents list, drafting ancillary documents, and coordinating Customer Due Diligence (CDD). The international nature of this joint venture meant there was close collaboration between different teams which was particularly insightful and gave me increased visibility over the different aspects of the deal."

This was very beneficial to my learning, and also offered opportunities for me to be more proactive and better equipped to anticipate the needs of counsel. This really helped me to expand my network. 

I prepared the first draft of most of the ancillary documents such as corporate approvals, reviewed and revised a lot of the disclosures, participated in the review of key transactional documents such as the Share Purchase Agreement and the exit implementation agreement (which sets out in detail the distribution of cash proceeds following the sale of Lekela).

I additionally managed the Document checklist to keep tabs on the timeline and status of where we were in respect of each document to the detail. Following this, I would provide updates to the team and occasionally to the client.

I also managed the CDD (Customer Due Diligence) and KYC process which required me to liaise directly between the client and their lawyers requesting information from them and reviewing it alongside our LSC team in Delhi. 

This was a particularly interesting part of the team as it required a lot of analysis at times like considering whether some of the flagged entities/individuals were 'material' PEPs (politically exposed people) and analysing the various structure charts to identify if a related entity/individual required CDD to be conducted. I was then responsible for drafting a lot of the compliance related documentation such as a Risk Memo which provided an analysis of our findings.

Being involved in work with one of the leading energy platforms of scale and continuing to be deliver positive impact is a rewarding and fulfilling part of the job. Climate change risk and mitigation is not only a major consideration on most boardroom agendas, but also a vital part of accelerating the global transition towards renewable energy and addressing the risks that can acutely and disproportionately affect much of Africa."

Clifford Chance advises Pfizer Inc. on the demerger and listing of Haleon plc, the largest listing in London for years and one of the largest ever demergers in Europe

Clifford Chance is advising Pfizer Inc. ("Pfizer"), one of the world's largest biopharmaceutical companies, relating to the proposed demerger of Haleon plc ("Haleon") from GSK plc ("GSK") and Haleon's listings of its ordinary shares on the London Stock Exchange and American depositary shares.

Expected to be the largest listing in London for many years and amongst the largest ever demergers in Europe, Haleon will be one of the world's leading consumer healthcare companies with a portfolio of oral health, pain relief, vitamins, minerals and supplements, respiratory health and digestive health products.

The high-profile mandate arose from the strength of the firm's relationship with Pfizer, with the Clifford Chance team having previously advised Pfizer in connection with the formation of the joint venture with GSK in 2019.

Working on the deal...

Adele Mosdell, Trainee (she/her)

"During the first few weeks of my second seat in Corporate Transactions and Advisory, I assisted the team with the initial stages of the demerger of Haleon plc, the consumer healthcare business joint venture between Pfizer and GSK. This was a three-cornered demerger that involved GSK distributing its shares in the joint venture to its current shareholders by creating a new company that would acquire the consumer healthcare business in exchange for issuing new shares in the joint venture to existing shareholders and more shares in the joint venture to Pfizer. The initial stages of the demerger focused on the pre-separation reorganisation."

"As Pfizer is a US listed company, we acted as English counsel and advised on the English law aspects of the transaction. As a result, my role centred around reviewing and commenting on documents from an English law perspective along with researching various legal questions that arose.

My first task was to review and comment on the board minutes, resolutions and other related documents which sought to approve a bonus share issuance and capital reduction. The purpose of the issuance and reduction was to create distributable reserves in order to pay future dividends to shareholders. To assist with the review process, I reached out to colleagues who had worked on the creation of the joint venture to see if they had helpful precedents and I referred to our corporate templates for guidance as to the necessary provisions that should be included from an English law perspective. It was great to have the opportunity to think about the legal importance and implications of provisions as well as experience first-hand how valuable knowledge sharing is within the team.

As the deal progressed, questions arose as to the implications of certain aspects of the Takeover Code and how these may impact current deal strategy or drafting decisions. For instance, clarifying the circumstances in which a Rule 9 waiver may be invalidated once it had been granted by the Panel was important due to the percentage of shares Pfizer would have in the joint venture. The turnaround times for these research tasks were often quite quick due to the live nature of the issues. This experience really helped me develop efficient research skills as well as produce concise, but thorough research summaries so that these could be passed on to partners. It was really exciting to see my research being relied on to advise the client and contribute to certain strategic decisions.

Not only was assisting with one of the largest ever demergers in Europe memorable, but the skills I learnt were extremely valuable and I employed them often throughout the rest of my seat!"

Clifford Chance advises Telefónica on the merger between O2 and Liberty Global's Virgin Media

Clifford Chance has advised Telefónica, one of the world's largest telecommunications network operators, on the merger of its UK subsidiary O2 with Liberty Global's Virgin Media.

The deal reflects the complementary nature of the two businesses as O2 is the UK's largest mobile phone company, whilst Virgin Media is among the largest broadband and cable providers. The merger will result in significant synergies between the two businesses and will establish the leading operator in the UK telecommunications market with approximately one third of the sector's total revenue.

Working on the deal...

Sophie Thomas, Trainee (she/her)

"This deal provided me with a fantastic opportunity to build confidence communicating with different clients. I learnt so much about working collaboratively and although most of us were working virtually, we still had a tight-knit team and were in constant communication throughout the day in the weeks leading up to completion – I always felt like an important part of the team."

"I assisted the corporate/M&A team which coordinated the overall deal and all of the specialist teams such as pensions, employment, TMT, regulatory, antitrust.

My tasks included participating in the review of the contribution agreement (the main transaction document) and looking at specific clauses to help with the drafting of important documents. 

I prepared the first draft of the document checklists in order to keep tabs of exactly which agreements were needed and to work out which corporate approvals were needed.

I was also responsible for keeping track of hundreds of emails each day on the different workstreams and attended frequent, weekly checklist calls with the partner, senior associate and associate on the M&A team. 

This sometimes involved me semi-running the call – I would run through headline points on what the updates were on each workstream for the team members to raise further issues or provide further updates. 

I attended the weekly client checklist calls and took notes reflecting any updates to the team.

The TMT team also needed a trainee to assist so I started to help where I could around my work as an M&A trainee, which meant I was getting exposure to another area of the work which was challenging but exciting.  

I thoroughly enjoyed witnessing the calibre of our M&A team and specialist teams and their network. Seeing how they worked on all of the deal calls and how they solved complex/unexpected issues so efficiently was incredible.

This was a huge deal by any standard and definitely one of the largest mergers in the last ten years which brought up lots of new issues which had never been dealt with before.

The deal team rose to every challenge and worked tirelessly to make the whole process appear seamless, constantly reassuring the client that they were in the best hands, which was also incredible to witness."

Clifford Chance advises The Hut Group on London's biggest IPO in 2020

We have advised The Hut Group, the global consumer brand and technology group, on its initial public offering (IPO), which raised £920 million (US$1.21 billion) for the company.

The IPO is the first major IPO in London since the COVID19 crisis started. The company listed its ordinary voting shares, using a fixed offer price that gave it a pre-listing valuation of around £4.5 billion.

Clifford Chance has a longstanding relationship with The Hut Group and has advised on many of the firm's previous deals ahead of the IPO.

Working on the deal...

Casey Taylor, Trainee (she/her)

"During my second seat in Equity Capital Markets (ECM), I was involved in advising The Hut Group (THG) on its initial public offering (IPO). The listing raised £920 million for the company, and was the first major IPO in London since the COVID19 crisis started. It was also Europe's largest ever Tech IPO. I joined the ECM team in the final few weeks of the transaction, which meant that I very much hit the ground running and learnt a lot in a very short space of time! It was a real team effort from everyone involved to get the transaction over the line, and it was immensely rewarding to see how successful it was (and to read about it in the Financial Times) after all of our hard work."

"The main workstream was the drafting of the IPO Prospectus, which I was heavily involved with. 

I also took responsibility for certain smaller workstreams – for example, I completed the Prospectus Regulation Rules Cross Reference lists, including those submitted alongside the final version of the Prospectus under time pressure.

These lists show the Financial Conduct Authority (FCA) how THG has complied with the applicable disclosure requirements when submitting documents for FCA approval under the Prospectus Regulation.

Taking responsibility for smaller workstreams like this, enabled me to add value because it freed up time for more senior team members to focus on other things, whilst feeling confident that everything was being progressed.

In addition to contributing to the drafting of the Prospectus, I also helped with preparing other key transaction documents and verifying various market announcements.

THG's IPO involved multiple teams across many of the firm's practice areas (including, for example, Corporate and Employment), so I also helped with co-ordinating and gathering information from the other teams. This ensured that our advice to the client was seamless and consistent.

I had a large amount of client contact throughout this transaction, which was quite surprising considering that I had only just joined the ECM team.

Due to the fast-paced nature of the transaction, my supervisor and more senior team members put a great deal of trust in me to liaise directly with key personnel at THG in order to progress things quickly and efficiently."  


Clifford Chance advises Nordic Aviation Capital on its US$6 billion debt restructuring using a solvent scheme of arrangement

The firm has advised Nordic Aviation Capital (NAC), the world's largest regional aircraft lessor, on the successful restructuring of approximately US$6 billion of its secured and unsecured debt. Whilst NAC entered the current global crisis in a strong liquidity position, the resulting fall-out in the aviation sector has caused significant distress.

This restructuring aims to provide NAC with a stable platform whilst the aviation market recovers by deferring certain payments of principal and interest. It also waives a number of covenants that likely would otherwise have been breached as a result of the current market distress. These terms were ultimately overwhelmingly supported by NAC's financial creditors. This restructuring was implemented using a solvent Irish scheme of arrangement, together with certain bilateral arrangements, and contained a number of innovative aspects designed by Clifford Chance.

Working on the deal...

Tom Marr, Lawyer, Global Financial Markets and Restructuring (he/him)

"On the 2020 Nordic Aviation Capital (NAC) restructuring I was responsible for producing the scheme documentation as well as co-ordinating multiple stakeholders and advisers across the transaction as a whole. As the group comprised Special Purpose Vehicles (SPVs) in a large number of jurisdictions and the debts being restructured were governed by multiple laws, legal design and project management were key."

"The short timeline for the restructuring also required agility and some late nights! I loved having the opportunity to participate in the design of the scheme, which as a third-party release scheme across multiple guarantors based on Lehman necessity, was highly innovative at the time and provided the legal blueprint for several subsequent landmark restructurings (which I also had the pleasure of working on!).

In the end, the scheme was implemented by way of an Irish scheme only but for most of the timeline the plan was to run parallel English and Irish schemes, so we prepared a full suite of English scheme documentation, most notably the explanatory statement.

A huge highlight of the deal was getting the chance to work directly with people across the organisational structure of the client, a huge spectrum of advisers (including financial advisers, lending institutions and local law firms in a wide range of jurisdictions and restructuring consultancies).

The experience allowed me to test and hone my project management and drafting skills, and most importantly gave me a chance to play an active role in thinking out and implementing the legal structure of a groundbreaking restructuring.

I have been able to build pivotal internal and external contacts in the aviation space which have subsequently led to my involvement in several further aviation restructurings, including the Virgin Atlantic restructuring plan and Malaysia Airlines scheme in 2021.

I never expected to learn so much about the Cape Town Convention, it was something I had never heard of before NAC but as a result of working on this transaction and with the support of the firm, I am excited to be attending the 2021 September Cape Town Conference in Cambridge."


Clifford Chance advises on Europe's largest ever Tech IPO, the EUR 3.2 billion offering and Euronext Amsterdam listing of shares of InPost

We have advised a syndicate of banks (including Citigroup, Goldman Sachs, J.P. Morgan, ABN Amro, Barclays, BNP Paribas, Jefferies, DMBH, ING and Pekao) on the offering and listing on Euronext Amsterdam of shares of InPost, an Advent-backed company and the leading e-commerce enablement platform in Poland.

Based on the offer price, the implied market capitalisation of the Company is EUR 8 billion. The total value of the offering amounts to EUR 3.2 billion (including the exercise of the over-allotment option), which represents the largest ever European Tech IPO, the largest ever CEE IPO, the largest European Private Equity IPO since 2015 and the largest Amsterdam IPO since 2016.

Working on the deal...

Amelia Chammas, IGNITE Trainee (she/her)

"As part of my first seat in Equity Capital Markets (ECM) I was given the opportunity to be able to play an integral part in the Clifford Chance team advising a syndicate of banks on the Initial Public Offering (IPO) of InPost S.A. The total value of the offering was EUR 3.2 billion which represented the largest ever European Tech IPO, the largest ever CEE IPO, the largest European Private Equity IPO since 2015 and the largest Amsterdam IPO since 2016."

"I was involved in the IPO from start to finish, from drafting the first disclaimer all the way to sending out the final closing deliverables once the over-allotment option was exercised.

My responsibilities included creating first drafts of transaction documents and helping to amend and finalise them. I was tasked with reviewing documentation from Company counsel, such as legal opinions and the prospectus, as well as coordinating the signing of the various transaction documents and several rounds of deliverables.

Throughout the deal I was relied upon to provide key support to the team whilst also gaining significant experience.

Working on this IPO gave me a wealth of responsibility and client exposure.

I liaised with clients across the large number of syndicate banks to coordinate signing and counsel in London and Amsterdam, particularly when coordinating deliverables required under the Underwriting Agreement. 

One of the highlights of the deal was that I was able to develop my collaborative network within the firm by working with lawyers from the Paris, Amsterdam, Luxembourg and Warsaw offices. This was most definitely one of the most enjoyable aspects of the transaction."