Shearman & Sterling advised Intercontinental Exchange, Inc., as selling shareholder, and Euronext N.V. ("Euronext") in connection with the €1.3 billion sale of Euronext's ordinary shares through an initial public offering and pre-offering placement. Euronext's ordinary shares were listed on Euronext Paris, Euronext Amsterdam and Euronext Brussels. Intercontinental Exchange, Inc. sold 60.36% of the total issued ordinary share capital of Euronext in the initial public offering and placed 33.36% of the total issued ordinary share capital of Euronext in a pre-offering share placement to a group of European institutional investors acting in concert as reference shareholders.
The initial public offering consisted of a public offering to institutional and retail investors in Belgium, France, the Netherlands and Portugal and an offering to institutional investors in various other jurisdictions, including to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933. Concurrently with the initial public offering, Euronext conducted an offering of shares to its eligible employees.
In preparation for the initial public offering, an intra-group reorganization was carried out to effect the carve-out of the LIFFE derivatives business from the remaining Euronext businesses, in connection with which various regulatory approvals were required from the College of Euronext Regulators and national regulators of the Euronext markets. Additional approvals were required in relation to the acquisition of a stake by the reference shareholders and the initial public offering itself.
Euronext is the holding company of a pan-European exchange group which operates equity, fixed income and derivatives markets in Paris, Amsterdam, Brussels and Lisbon. Euronext also operates Euronext London as a recognized investment exchange in the United Kingdom. Euronext’s business comprises: listing, cash trading, derivatives trading, market data & indices, post-trade and market solutions & other. The historical Euronext business merged with NYSE Group, Inc. in 2007 to create NYSE Euronext, which was acquired by IntercontinentalExchange in 2013. The initial public offering involved the separation from Intercontinental Exchange of the legacy Euronext continental European exchanges and related businesses as a stand-alone, publicly traded company.
The Shearman & Sterling IPO team was led by London Capital Markets partner David Dixter and included associates Jonathan Handyside and Arthur Ravignon (London-Capital Markets), as well as Paris-based partner Hervé Letréguilly, counsel Séverine de la Courtie and associate Christophe-Marc Juvanon (all Paris-Capital Markets). The London Financial Institutions Advisory & Financial Regulatory team included partner Barney Reynolds, counsel Azad Ali and associates Anna Doyle, Oliver Linch and Maria Chan. Paris Capital Markets partner Sami Toutounji and associate Ekaterina Zaboussova-Celsa advised on the employee offering. The UK M&A team advising on the carve-out included associate Richard Porter (both London-Mergers & Acquisitions). The US M&A team advising on the carve-out included partner David Connolly and associates Gregory Gewirtz and Justin Glick (all New York-Mergers & Acquisitions). The French M&A team advising on the restructuring was led by partner Nicolas Bombrun (Paris-Mergers & Acquisitions). The US Finance team advising on the carve-out included partner Joshua Thompson (New York-Finance), counsel Barbara Edwards (New York-Finance) and Harald Halbhuber (New York-Capital Markets) and associate Vivian Choi (New York-Finance). The UK Tax team included counsel Simon Letherman, associate Gabriel Ng and trainee-solicitor Joseph Bradley. The French Tax team included partner Niels Dejean and counsel Anne-Sophie Maes (Paris-Tax). The US Tax team included partner Michael Shulman and associates Jeffrey Tate and Mary Jo Lang (all Washington, DC-Tax).