Shearman & Sterling won the “Equity Deal of the Year” award for its role on the IPO of Euronext at the International Financial Law Review (IFLR) Europe awards ceremony in London.
IFLR annually honors leading law firms for their legal innovation. In this award-winning transaction, Shearman & Sterling advised Intercontinental Exchange, Inc., as selling shareholder, and Euronext N.V. 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. 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). A London-based Financial Institutions Advisory & Financial Regulatory team, including partner Barney Reynolds, counsel Azad Ali and associates Anna Doyle, Oliver Linch and Maria Chan, played a critical role in the transaction.
In addition, Paris Capital Markets partner Sami Toutounji and counsel Ekaterina Zaboussova-Celsa advised on the employee offering. M&A teams advising on the carve-out included partner Jeremy Kutner and associate Richard Porter (both London-Mergers & Acquisitions), partner David Connolly and associates Gregory Gewirtz and Justin Glick (all New York-Mergers & Acquisitions) and partner Nicolas Bombrun (Paris-Mergers & Acquisitions). Additional advice was provided by 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). Tax advice was provided by counsel Simon Letherman, associate Gabriel Ng and trainee-solicitor Joseph Bradley (all London-Tax); partner Niels Dejean and counsel Anne-Sophie Maes (both Paris-Tax); and partner Michael Shulman and associates Jeffrey Tate and Mary Jo Lang (all Washington, DC-Tax).