Practice & Background

Tony Barnes’ practice focus centers on public and private mergers and acquisitions and equity and debt investments. In addition, Mr. Barnes’ practice also involves corporate aspects of the structuring and implementation of cross-border and domestic financial restructurings.

Mr. Barnes’ experience includes advising on several cross-border private and public M&A transactions, including the listing of OM Asset Management plc on the New York Stock Exchange, the $15.5 billion U.K. merger of Lattice Group plc and National Grid Group PLC and the first ever listing of a U.S. SPAC (special-purpose acquisition corporation) vehicle on the AIM market of the London Stock Exchange. He has also advised on various other public matters, including several other AIM listings, acting for both applicants and their nominated advisers.

Mr. Barnes has also worked for various investment funds and private equity funds in connection with the acquisition and disposal of interests in various companies, both in an English and international context.

Mr. Barnes has also been involved in advising on the corporate aspects of various restructurings, including both UK and international and private and public companies, such as the Invitel Group, the Findus Group, Barracuda Pubs and Bars Limited, Crest Nicholson plc, Sevan Marine ASA, Technicolor S.A. and TMD Friction Holding GmbH, further details of which are set out below.

Representative Matters

Mr. Barnes’ recent engagements include advising:

Restructuring

  • certain of the subordinated creditors in connection with the debt for equity restructuring (implemented by way of a U.K. scheme of arrangement) or Magyar Telecom, a Hungarian telecoms provider
  • certain of the mezzanine lenders in connection with the debt for equity restructuring of the Findus Group, a European frozen food manufacturer
  • an investment fund on the financial restructuring of the Barracuda Group, an English pub group, and its acquisition of a majority shareholding position in the restructured group
  • several classes of bondholders of Sevan Marine ASA, a Norwegian shipping company, on the financial restructuring of over US$580 million of debt
  • an investment fund on the financial restructuring of Crest Nicholson, a U.K. housing group, and its acquisition of a majority shareholding position in the restructured group
  • the bondholders on the financial restructuring of $210 million of debt in Remedial (Cyprus) Public Company Limited, a company listed on the Oslo Børs
  • senior creditors of Technicolor S.A. (formerly Thomson S.A.), a French media and communications company, on the terms and implementation of a substantial debt to equity conversion under the French safeguard procedure
  • an ad hoc committee of bondholders on the financial restructuring of Independent News and Media, a leading international newspaper and communications group
  • the second lien and convertible bondholders on the financial restructuring of $250 million of debt in Nexus Floating Production Ltd., a company listed on the Oslo Børs
  • on the cross-border restructuring of TMD Friction Holding GmbH, a German auto parts manufacturer, incorporating a debt-for-equity swap
  • on the restructuring of €450 million of senior and mezzanine debt of Nybron, Europe’s leading wood flooring company
  • on the financial restructuring of $1.5 billion of debt for Globopar, a Brazilian television company
  • on the financial restructurings of Jarvis plc, Taylor Wimpey Group plc, Pendragon plc and Johnston Press.

Public M&A

  • OM Asset Management plc, a U.K. incorporated company, in connection with its initial public offering on the New York Stock Exchange
  • a significant shareholder in Crest Nicholson plc, a U.K. housing group, in connection with the listing of the company on the London Stock Exchange and the sale of part of its stake
  • Dockwise Limited, a company listed on the Oslo Stock Exchange, in connection with a proposed rights issue and dual listing on the Amsterdam Stock Exchange
  • First Communications Inc., a leading integrated telecommunications carrier, in its $50 million admission to AIM with a connected $40 million issue of preferred stock (to a group of private equity investors) and roll-up acquisitions of First Communications LLC and Xtension Services Inc.
  • International Metal Enterprises Inc., an investment company established specifically to acquire operating companies in the metals industry, in the first ever IPO of a US SPAC on AIM
  • CRT Capital LLC, as placing agent, and KBC Peel Hunt, as nominated adviser, in the $180 million IPO on AIM of Viceroy Acquisition Corporation
  • Deutsche Bank, as nominated adviser and placing agent, in the underwritten $100 million IPO on AIM of India Hospitality Corp., a diversified pan-Indian hospitality and leisure company
  • Northern Offshore Ltd., a Bermuda-incorporated shipping company, on its listing on the Oslo Børs
  • ULURU Inc. in its aborted offer under the takeover code for York Pharmaceutical plc
  • AMEC plc, a listed FTSE 100 company, on the Class 1 acquisition of a joint venture minority interest in Spie S.A.
  • Lattice Group plc, a listed FTSE 100 company, on the merger of equals with National Grid Transco plc for a combined entity value of $15.5 billion
  • RMC Group p.l.c. on its recommended takeovers of The Rugby Group PLC and Alexander Russell plc
  • Allied Domecq plc on the disposal of its U.K. retail business to Punch Taverns Limited by way of a tripartite demerger effected through a scheme of arrangement

Private M&A

  • 8x8 Inc., a Nasdaq listed VoIP communications provider, in connection with the acquisition of Voicenet Solutions Limited, a U.K.-hosted IP telephony and communications services provider
  • RS Platou Markets AS and Paneto Securities AS, as placing agents in connection with the placement of $260 million of private placement sales by PSOS Finance Limited
  • Grandtop International Holdings Limited, the offeror, on the acquisition by way of public takeover of U.K.-based Birmingham City Football Club
  • Japan-based Sumitomo Precision Products Co. Ltd. in its $56.6 million acquisition of Aviza Technology Inc., a semi-conductor equipment producer headquartered in California
  • Citrix, a software company, in its debt for equity investments in AppSwing Limited, a leading developer of mobility middleware solutions for extending applications to wireless handheld devices
  • TMNG Inc., a global communications company, on its acquisition of Cartesian Ltd, an independent technical consulting and software development company, from existing management through an earn-out mechanism
  • Sky Blue Sports & Leisure Limited, a joint venture entity partly owned by SISU Capital Limited in its acquisition of ProZone Group Limited, a provider of match analysis products and services to sports organizations
  • Sky Blue Sports & Leisure Limited, a joint venture entity partly owned by SISU Capital Limited in its acquisition of Coventry City Football Club (Holdings) Limited
  • Click Squared Inc. in the acquisition by CT Holding Corporation, a subsidiary of ClickSquare Inc., of E.Emotion Limited—trading as Rocket Science—a U.K. data engineering company
  • JPMP Partners, a private equity fund, on the private equity acquisition of IMO Car Wash Group Limited
  • Sasol Limited, a South African chemicals company on the multi-jurisdictional acquisition of the chemicals business of RWE-DAEA