Nicholas Greenacre

Partner, London

Biography

“He is very commercial, knowledgeable and looks at things from the wider picture of the client's commercial objective.” “He is very experienced, has a good reputation in the market and knows his stuff.”
Employee Share Schemes & Incentives, Chambers UK 2022

Overview

Nicholas Greenacre is a partner in our global Employment, Compensation & Benefits group based in London and leads the EMEA Employment, Compensation & Benefits team.

Nicholas has extensive experience in a broad range of employment, executive compensation, incentives and pensions matters for clients of all sizes, from technology start-ups to global investment banks. Nicholas has handled the ECB aspects of a variety of major corporate transactions, including a number of high profile IPOs and M&A deals (both public and private). He regularly advises clients on the establishment of management incentive plans in a private equity context.

Nicholas also frequently advises on pensions and other ECB issues in the context of major corporate reorganisations, financial restructuring and insolvency proceedings.

Bars and Courts
Solicitor of England and Wales
Education
Diploma in Legal Practice
The College of Law
The College of Law
BA
Balliol College, Oxford University
Languages
English

Experience

Representation of the Pollinate group, a UK-based software business developing an innovative cloud-based platform reinventing merchant acquiring for banks, on a growth capital investment round from a consortium of global industry leaders. Mastercard, Motive Partners and EFM Asset Management have joined RBS as both investors in, and partners to, the Pollinate business The ECB team put in place employment and incentive arrangements for the team.

Representation of Takeda Pharmaceuticals International AG on its recent strategic divestitures, namely the sale of selected over-the-counter and non-core assets in both the NEMEA and Russia CIS regions, Asia Pacific and Latin America. The ECB Team advised on all ECB aspects of the sale, including the associated employee transfer and consultation processes across both of these regions.

Representation of Saudi Arabian Oil Company (Saudi Aramco), the world's largest oil company by production, on UK pensions issues and other ECB aspects relating to its US$ 69.1 billion acquisition of a 70% stake in Saudi Basic Industries Corporation (SABIC), from the Public Investment Fund, the sovereign wealth fund of the Kingdom of Saudi Arabia. The transaction was named "M&A Deal of the Year (Over US$50 billion)" by the M&A Advisor (2020).

Representation of Inflexion Private Equity Partners and its portfolio company Ocorian, provider of trustee administration and fiduciary services, on their leveraged buyout of Bridgepoint's portfolio Estera group of companies. The ECB team advised on all employment, compensation and benefits aspects of the transaction structure.

Representation of Nestlé Waters on the ECB aspects of its acquisition of a majority stake in Princes Gate Spring Water Limited, dealing in particular with employment and incentives issues.

Representation of Amigo Holdings PLC, the leading company in the UK guarantor loan space, on its initial public offering (IPO) on the London Stock Exchange (LSE) and on strategic, board level HR and remuneration issues since the IPO, including the establishment an operation of a suite of incentive plans for executives and employees, and advising on changes in directors.

Representation of the senior secured lenders to Antalis on the pension aspects relating on the disposal by Sequana and Bpifrance Participations of their majority stakes in the Antalis Group to Kokusai Pulp & Paper, the leading paper distributor in Japan, Asia and Australia.

Representation on the ECB aspects of the acquisition by Zynga Inc, a mobile video game company, headquartered in San Francisco and listed on NASDAQ, of Gram Games, a Turkish private company with its main business operations in the UK. The ECB aspects included preparing new service agreements for senior management.

Representation of Franklin Templeton, the NYSE-listed investment firm, in relation to its suite of employee share plans, including advising in relation to regulatory issues under the European legislation governing how financial institutions are able to compensate their key individuals.

Representation of RBS on an on-going basis in connection with a deferred compensation plan.

Representation of PPF Group on the compensation aspects on its investment in Clear Bank, a "challenger" UK financial market infrastructure banking business.

Representation of Intermediate Capital Group Plc, a British-based specialist asset manager, in relation to the operation of equity based incentive arrangements in a number of jurisdictions.

Representation of Scotts Miracle-Gro Company on all the ECB aspects of the sale of its European and Australian consumer operations to Exponent Private Equity.

Representation of Celestica Limited, a Canadian multinational electronics manufacturing services (EMS) company headquartered in Toronto, Ontario in relation to all its UK pensions matters.

Representation of Antin Infrastructure Partners and Goldman Sachs' West Street Infrastructure Partners on the incentives aspects of their offer to acquire CityFibre Infrastructure Holdings plc by way of a scheme of arrangement. Cityfibre is the UK's largest alternative provider of wholesale fibre network infrastructure.

Representation of GSO on multiple restructuring matters including on the £665 million sale of Miller Homes, one of the UK's largest housebuilders, to Bridgepoint.

Representation of The Culture Trip Ltd, the one-stop website for the best of global culture and travel on the design and implementation of a suite of share plans to employees and other key personnel in the UK, Israel and the US.

Representation of Anchorage Capital Group LLC, GIC Private Limited. and Davidson Kempner Capital Management LP, on the sale of their interests in Eir, the principal provider of fixed-line and mobile telecoms services in Ireland, to Toohil Telecom Holdings Limited.

Representation of Baker Hughes (NYSE: BHI) an American industrial service company and one of the world's largest oil field services companies, on all its UK pension matters.

Representation of Monitise plc on the incentive aspects of its £75 million takeover bid by Fiserv.

Representation of Johnson Matthey plc, on the ECB aspects of the disposal of its UK battery systems business to Cummins Inc., an American Fortune 500 company.

Representation of Play Communications S.A. (Play) and its shareholders, Novator and Olympia, on the establishment of an incentive plan in connection with the €1 billion initial public offering of Play on the Warsaw Stock Exchange, which values the company at €4 billion (PLN 16 billion).

Representation of Equatex in connection with its stock plan administration agreements and on related issues concerning corporate structure, governance and cross border regulatory and tax compliance, both within the UK and throughout the EU and US.

Representation of Ocelot Partners Limited on the ECB aspects of the acquisition of the Ocean Outdoor group (one of the UK's predominant operators of high profile advertising space).

Representation of the directors of City Link, the British next day courier company based in Coventry on the successful defence of prosecutions for criminal offences under the Trade Union & Labour Relations (Consolidation) Act 1992. City Link went into administration in December 2014.

Representation of EP UK Investments Ltd's ("EPUKI") on the employment and pensions aspects of acquisition of two combined cycle gas turbine power stations for £318 million.

Representation of the directors of The Co-operative Bank P.L.C. (the "Bank") as independent legal adviser, alongside the Bank's financial, legal, restructuring and accounting advisers, in connection with the high profile rescue of the Bank.

Representation of Avast Software, the leading global cybersecurity provider, on the executive compensation and incentives matters in relation to the sale of a significant minority stake to CVC Capital Partners.

Awards and Recognition

"He is very commercial, knowledgeable and looks at things from the wider picture of the client's commercial objective." "He is very experienced, has a good reputation in the market and knows his stuff."
Employee Share Schemes & Incentives, Chambers UK 2022

"Nicholas Greenacre leads the firm's share scheme team for the EMEA region and is highly experienced in handling M&A deals, IPOs as well as share schemes within a private equity context. Alongside EMEA, the team has also advised on insurance issues within the US."
Employee Share Schemes, UK Legal 500 2022