STRUAN OLIVER has a broad corporate finance, restructuring and advisory/regulatory practice. Struan’s corporate finance practice includes advising various participants in public and private M&A transactions, equity capital markets transactions (including IPOs and fundraisings of closed-ended investing companies), structured investments into private and public vehicles, shareholder activism, acquisition finance, joint ventures, schemes of arrangement and restructurings, often in the financial services (including insurance), asset management, real estate and healthcare/care homes sectors and usually across multiple jurisdictions.
Recent corporate finance transactions led by Struan include advising:
- A U.S. retail and consulting insurance broker in relation to:
- the acquisition of a UK-based international insurance intermediary and broking business;
- the acquisition of a UK managing general agent; and
- the establishment of a wholesale insurance broker.
- Cat Rock Capital Management LP in connection with its investment in Just Eat plc (LSE: JE).
- One of Flybe Group PLC’s merchant acquirers in the context of the public takeover offer for Flybe by Connect Airways Limited.
- McDonald’s Corporation in relation to a cross-border merger.
- OrbiMed on its investments, by way of subscription for shares and warrants, in Realm Therapeutics PLC and Mereo BioPharma Group PLC (both admitted to trading on the London AIM Market).
- RDL Realisation plc, an investment fund premium listed on the London Stock Exchange, in relation to the early repayment of the Zero Dividend Preference Shares issued by its subsidiary, RDLZ Realisation plc (also listed on the London Stock Exchange).
- Various investment managers in relation to the establishment or management of listed closed-ended investment companies.
- A Bermuda-based asset manager in relation to its investment in a London-based cyber risk underwriter.
- Various investment managers regarding shareholder activism in relation to several UK-listed companies.
- Sovereign wealth funds in relation to their investments in UK-listed companies, including by means of take-privates and through feeder fund structures.
- Bank of Cyprus in relation to its admission to the official list of the London Stock Exchange.
- Various funds in relation to: the restructuring of an equity investment in a UK property portfolio; the acquisition of a significant London office building through a Jersey unit trust; the equity and debt financing of the acquisition of portfolios of pubs and care homes; and the acquisition of a majority interest in a french real estate company under french takeover rules.
- Globalworth Real Estate Investments Limited (a London-listed Guernsey incorporated real estate investing company) in relation to its IPO and follow-on capital raisings, including a placing with institutional investors, equity subscriptions by the Founder and two asset management funds and the amendment of certain of its debt so as to be mandatorily convertible into equity.
- Cornerstone investors in the IPOs of Pershing Square Holdings Limited (listed on Euronext, Amsterdam and now premium listed in London) and Starwood European Real Estate Finance Limited (premium listed in London) and the International Offering by Piraeus Financial Holdings S.A. (listed on the main board of ATHEX).
Struan has had significant roles in various complex international and domestic restructurings, including Federal-Mogul/T&N (Chapter 11 and Administration), Center Parcs Europe and TI Automotive.
Struan's corporate/securities regulatory/advisory practice also includes advising in relation to the application of the Market Abuse Regulation (MAR), risk arbitrage in public M&A transactions (contractual offers and schemes of arrangement), the discharge by directors of their duties (including in the context of potential conflicts, minority shareholder challenges and statutory solvency statements), disclosures of interests in securities (including pursuant to DTR5 and Rule 8 of the UK Takeover Code), the preparation and operation of corporate governance policies and practices, management incentives, the corporate law aspects of restructurings and financings (including public acquisition finance) and reductions of capital.
Most recently, he has been listed in Best Lawyers 2022 for Corporate Finance Law and Mergers and Acquisitions Law.
Struan joined Sidley from a major London-based international firm in 1997 and was a partner in the firm from 2000 to December 2011.