Where bright
minds meet

London Graduates

Trainees play an important 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 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 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...

Daniel Braun, Trainee (he/him)

"I was involved in advising BlackRock LTPC and Creed Chairman, Javier Ferrán on the all-cash sale of luxury fragrance house Creed, to Kering, the French luxury house that already owns many luxury brands, including the likes of Gucci, Balenciaga, Bottega Veneta and many more."

I was working on this transaction while sitting within the London Private Equity practice, working alongside Christopher Sullivan, Shimin Lee, Lianne Mizrahi, Megan Hodges, Lewis Barton, Haeyoung Kim and Kingsley Duru. That said, throughout the transaction, we collaborated extensively with other key practice areas within the firm including Finance, Intellectual Property, Antitrust, Incentives, not to mention our counterparts in different jurisdictions including our offices in Paris and New York.

Throughout the life of the deal, I was involved in drafting sections of key acquisition documents. I took a leading role in drafting and progressing the ancillary transactional documentation.

Advancing the due diligence process was another key role which I undertook on this deal. As a cohesive team, we reviewed extensive documentation and applied the necessary redactions to safeguard any sensitive information.

Working alongside the client and management to meet their specific needs was an enriching and enlightening experience. To commemorate this achievement, we all shared a moment of camaraderie at the signing drinks once the final signatures were in place. I truly enjoyed working with the Private Equity team and the wider Clifford Chance network, together with the client, to conclude this transaction.