Sarah Lewis’s practice focuses primarily on international capital markets transactions, with a particular focus on U.S. securities laws and their application to offerings by non-U.S. companies in the UK, Europe and the Middle East. Sarah is particularly noted for her work in the Nordics.

Sarah’s work includes equity and debt offerings, rights offerings and structured finance transactions (including mortgage-backed securities, equity-linked notes, commodities-linked notes, and convertible and exchangeable securities). She also advises on regulatory aspects associated with FinTech initiatives, particularly in relation to the treatment of cryptoassets under relevant U.S. and UK securities law.

Sarah is a member of the FMLC FinTech Scoping Forum and a member of the FMLC’s working group on ICOs. She has authored, together with other members of the firm’s FinTech practice, several articles on the Cleary FinTech Update blog on the regulatory response to ICOs.

Sarah joined the firm in 2004 and became counsel in 2013. She was resident in the Washington, D.C., office until January 2007.

Notable Experience

Nordic Equity Capital Markets

  • DNB Markets and Goldman Sachs International in the SEK 1.15 billion rights offering of Scandic Hotels Group AB.

  • ABG Sundal Collier, Morgan Stanley, and Carnegie, as joint global coordinators and joint bookrunners, and Swedbank Norge, as joint bookrunner in SATS ASA’s $147 million IPO.

  • The underwriters, DNB Markets, Goldman Sachs International and Nordea, in the private placement of shares of P/F Bakkafrost to institutional investors in Norway and internationally through an accelerated bookbuilding process.

  • Schibsted ASA in the spin-off and offering of shares of Adevinta, making the IPO the largest in the Nordic region in ten years, and the largest IPO in Norway since 2006. 

  • Schibsted ASA in the private placement of $305 million of B-shares to institutional investors in Norway and internationally through an accelerated bookbuilding process.

  • ABG Sundal Collier, Goldman Sachs International and Morgan Stanley as joint global underwriters in the $447 million IPO of EVRY ASA. 

  • Goldman Sachs, Nordea Bank, Carnegie Investment Bank, Danske Bank, Sverige Filial, J.P. Morgan, UBS, ABG Sundial Collier, DNB Markets and Skandinaviska Enskilda Banken in the SEK 6.9 billion IPO of Ahlsell AB.

  • ABG Sundal Collier and Goldman Sachs International in the $119 million IPO of Europris ASA.

  • Goldman Sachs and Nordea as joint global coordinators, Morgan Stanley as joint bookrunner, and Danske Bank and DNB Markets as co-lead managers in the SEK 1.8 billion IPO of Thule Group AB.

  • ABG Sundal Collier, Goldman Sachs and Swedbank as joint global coordinators and joint bookrunners, and Danske Bank, Handelsbanken Capital Markets and Kempen & Co as co-lead managers in the $790 million IPO of Entra ASA, the largest IPO of a Norwegian issuer in 2014 and the first privatization in Norway since the privatization of Statoil in 2001.

  • BW LPG Limited in its NOK 3 Billion Reg S/Rule 144A IPO. 

  • Morgan Stanley & Co. and DNB Markets Inc. as joint bookrunners in the $1.8 billion Reg S/Rule 144A accelerated bookbuilt offering of shares of Norsk Hydro ASA by a wholly owned subsidiary of Vale S.A., representing a 21.6 percent interest in Norsk Hydro.

  • The underwriters, led by ABG Sundal Collier Norge ASA, DNB Markets Inc. and Goldman Sachs International, in the NOK 2 billion IPO of Odfjell Drilling Ltd., comprising a public offering on the Oslo Stock Exchange and Reg S/Rule 144A offering in the United States and outside Norway.

  • ABG Sundal Collier Norge ASA and UBS as underwriters in a $302 million Reg S/Rule 144A IPO and spin-off of Borregaard ASA. 

  • ABG Sundal Collier Norge ASA and UBS as underwriters in a $302 million Reg S/Rule 144A IPO and spin-off of Borregaard ASA. 

  • ABG Sundal Collier, Citigroup and Bank of America Merrill Lynch as joint underwriters in the separation of Statoil Fuel and Retail (SFR) from Statoil, and the subsequent €618 million Reg S/Rule 144A IPO of SFR. 

  • SAS AB in its SEK 6 billion rights offering of shares and subsequent SEK 5 billion three-for-one rights offering. 

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Other Equity Capital Markets

  • The underwriters in BP's first SEC-registered hybrid offering of $5 billion fixed-rate reset notes.

  • GSK in a $280 million exchangeable bond offering. 

  • Morgan Stanley & Co. International plc as underwriter in a $476.5 million block trade by Global Retail Group S.a.r.l. of shares of Dufry A.G., a leading travel retail company, through which Advent International Corporation sold its remaining interest in Dufry.

  • OJSC MegaFon in its $1.7 billion initial public offering.

  • The Central Bank of Russia and Sberbank of Russia in connection with a $5.2 billion secondary public offering of Sberbank shares. 

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U.S. Registered Offerings

  • Santander UK in offerings of senior debt under its registered shelf program.

  • Barclays PLC in offerings of senior and subordinated debt and AT1 securities under its registered shelf program.

  • GlaxoSmithKline plc in offerings of senior debt under its registered shelf program.

  • Designated underwriters’ counsel in offerings under BP plc’s registered debt shelf program.

  • Designated underwriters’ counsel in offerings under British Telecommunications plc’s registered debt shelf program and 144A senior debt offering following BT’s deregistration.

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High-Yield Offerings

  • Puma Energy Holdings Pte. Ltd. in a $250 million Reg S/Rule 144A high yield senior notes offering by Puma International Financing S.A. and guaranteed by Puma Energy Holdings Pte. Ltd

  • Consolidated Minerals Limited in its $400 million Reg S/Rule 144A high-yield senior secured notes offering.

  • Yioula Glassworks S.A. in its €180 million Reg S/Rule 144A high-yield senior secured notes offering by Glasstank B.V., an indirect subsidiary of Yioula Glassworks. 

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Selected Activities

  • Co-head, Cleary Gottlieb London Women’s Working Group
  • Arranged and hosted numerous networking events for the firm’s women clients and colleagues

Publications

Guide 3 Requirements for Banking Registrants Codified,” Cleary Gottlieb Alert Memorandum, September 2020

ESMA Chair Delivers Keynote Speech on Crypto Assets and Distributed Ledger Technology,” Cleary FinTech Update blog, March 2019

Due Diligence and #MeToo,” PLC Magazine, January/February 2019

The Network Effect,” IFLR Women in Business Law Group’s Best Practice Series: Using Your Network Effectively, September 2016.

Events