Sarah Lewis’s practice focuses primarily on international capital markets transactions, with an emphasis on U.S. securities laws and their application to offerings by non-U.S. companies in the UK, Europe, the Middle East, and particularly in the Nordics.

Sarah’s work covers a broad range of equity and debt offerings. Her ECM work includes advising on IPOs, including listings on European and U.S. exchanges, rights offerings, direct share placements, accelerated bookbuild offerings and block trades.  Her DCM work includes advising on senior, subordinated and capital securities offerings, issuance programs (such as EMTN and covered bond programs), convertible and exchangeable securities, and liability management transactions.

Sarah joined the firm in 2004, became counsel in 2013, and became a partner in 2024. She was resident in the Washington, D.C. office until January 2007.

Notable Experience

Nordic Equity Capital Markets

  • IPO and listing of the shares of Cinclus Pharma, a clinical stage pharmaceutical company developing a molecule for the treatment of gastric acid-related and other upper GI diseases, on Nasdaq Stockholm.  

  • BW LPG, one of the world’s leading owners and operators of LPG vessels, in its redomiciliation and obtaining a second listing on the New York Stock Exchange, as well as BW LPG’s original IPO and Oslo listing in 2013. 

  • 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.

  • 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, and the first privatization in Norway since the privatization of Statoil in 2001.

  • Morgan Stanley & Co. and DNB Markets Inc. as joint bookrunners in the $1.8 billion Reg S/Rule 144A accelerated bookbuild 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.

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Other Equity Capital Markets

  • The joint bookrunning managers in BW Group Limited’s $105 million SEC-registered secondary offering of shares in Navigator Holdings Ltd.

  • GSK in sales of ordinary shares of Haleon plc in accelerated bookbuild offerings, raising aggregate gross proceeds of approximately £2.2 billion.

  • Credit Suisse Group AG in its CHF 4 billion share capital increase.

  • GSK in the spin-off of the consumer healthcare business and the dual listing of the spun-off entity, Haleon plc, on the NYSE and the LSE which was described as “the biggest European listing in a decade.”

  • Goldman Sachs, the largest shareholder in ReNew Power, on ReNew’s proposed public listing through a business combination with RMG Acquisition Corporation II, a special purpose acquisition company.

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

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Investment Grade Debt Offerings

  • GSK and its consumer healthcare business in their $8.75 billion senior bond offering in preparation for the separation of consumer healthcare into a stand-alone business.

  • Santander UK as designated U.S. securities and disclosure counsel on offerings under its registered debt shelf program.

  • GSK in offerings of senior debt under its registered shelf program, and its $280 million exchangeable bond offering in 2020.

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

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

  • GSK in a $280 million exchangeable bond offering.

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Selected Activities

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

Publications

Section 16(a) Insider Reporting: Legislation Ends Foreign Private Issuer Exemption,” Cleary Gottlieb Alert Memorandum, December 2025

Even without SEC Climate Rules, U.S. Companies May Still Need to Disclose GHG Emissions in 2026,” Cleary Gottlieb Alert Memorandum, September 2025 

California Climate-Related Financial Risk Reports Are Due January 1, 2026 – Are You Ready?” Cleary Gottlieb Alert Memorandum, September 2025

The Application of the U.S. Securities Laws to A Bail-In of a UK or European Bank,” Cleary Gottlieb Alert Memorandum, October 2023

U.S. Securities Law and Federal Income Tax Considerations in Spin-Offs by Non-U.S. Companies,” July 2023 

Final Rules for UK-listed SPACs,” Cleary Gottlieb Alert Memorandum, August 2021

SPACs and More: Key Proposals for Change to the UK’s Listing Regime,” Cleary Gottlieb Alert Memorandum, June 2021

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