Andrea Basham Counsel Corporate and M&A Primary practice - Freshfields Bruckhaus Deringer
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Andrea Basham Counsel Corporate and M&A Primary practice Corporate and M&A 16/03/2021 Andrea Basham | Freshfields Bruckhaus Deringer
About Andrea Basham
Andrea advises domestic and international clients on M&A and minority investments
in public and private companies, corporate governance and securities law matters.
Andrea's practice focuses on advising companies and shareholders on their equity investments,
including corporate venture capital programs. She has deep experience with de-SPAC acquisitions
and PIPE financings in connection with SPACs. Andrea also advises on disclosure and ongoing
reporting obligations of public companies, public and private offerings of securities in the United
States and elsewhere, and securities law and reporting aspects of M&A transactions involving public
companies.
Recent work
Select Public and Private M&A Transactional Advice
• Stanley Black & Decker as a stockholder of Evolv Technology on Evolv's pending $1.25 billion
business combination with SPAC NewHold Investment Corp.
• Li-Cycle on its pending $1.67 billion business combination with SPAC Peridot Acquisition
Corp., including a concurrent $315 million PIPE.
• Stagwell Media on its announced combination with MDC Partners, pursuant to which
Stagwell will acquire a 79% interest in MDC through an “Up-C” transaction structure.
• Volkswagen as the largest stockholder of QuantumScape Corporation on QuantumScape’s
$3.3 billion business combination with SPAC Kensington Capital Acquisition Corp.
• Special Committee of Independent Directors of Emerald Holding on a $400 million
convertible preferred stock PIPE led by Onex Corporation.
• Americold on its $1.74 billion acquisition of Agro Merchants Group from Oaktree Capital.
• MercadoLibre on its 2019 PIPE financing with Dragoneer.
• Cohu on its $796 million acquisition of Xcerra.
• Stanley Black & Decker on its $1.4 billion sale of its Hardware & Home Improvement Group
to Spectrum Brands.
• Brookfield Asset Management on its multi-tranche investment in Hospitality Investors Trust,
a public REIT, including a novel structure in which Brookfield made its PIPE investment
16/03/2021 Andrea Basham | Freshfields Bruckhaus Deringerdirectly into the operating subsidiary of the REIT.
• Medtronic on its $49.9 billion acquisition of Covidien.
• Suntory on its $16 billion acquisition of Beam.
• OCI N.V. on its announced $8 billion combination with CF Industries.
• The Coca-Cola Company on the $28 billion combination of Coca Cola Enterprises, Iberian
Partners, and Erfrischungsgetränke to form Coca-Cola European Partners.
Select Equity Transactions
• Google on its $4.5 billion transaction with Jio Platforms, including investment and
governance arrangements, and commercial agreements to develop an affordable smartphone
with an optimized operating system.
• Goldfinch Partners on its $125 million acquisition of Vesta, a fintech pioneer in fully
guaranteed payment and fraud protection technologies.
• Universal Music Group on the $3.4 billion sale of 10% of its equity by parent Vivendi to
Tencent and related option for Tencent Music to acquire a minority stake in Universal Music's
greater China business.
• Stanley Ventures on multiple equity investments in companies developing disruptive
technologies, including Evolv Technology, Active Guardian, Dome Zero, Occo, Dynamic Green
Products, Triditive, Foresite Healthcare, Evolve Additive Solutions, GTP Services, Fabric8
Labs, 3xLOGIC, ConnectMyEV, ARIX Technologies, Veloxint, Red Point Positioning, Prieto
Battery, Pillo Health and FreeWire Technologies.
• Alphabet on its follow-on investment in SpaceX.
• Alphabet on Softbank’s equity investment in Loon, a subsidiary of Alphabet.
• Temasek on its cornerstone equity investment in Univar.
• Viking Global Investors, the Investment Corporation of Dubai and Voya Financial in
connection with several equity investments private companies.
• BNP Paribas on its equity investment in Forge Global’s $50 million Series B financing round.
• JUUL on Altria’s $12.8 billion minority investment.
• Robert Kauffman on his investment in convertible preferred stock of University Bancorp.
Select Public Company Transactional, Reporting and Governance Advice
• MercadoLibre on corporate governance, SEC reporting and financing matters, including the
$1.4 billion registered sale by eBay of its equity interest in MercadoLibre, its $880 million
offering of senior notes, related capital call transactions, and concurrent private exchange
transactions, and its 2019 concurrent $1 billion equity offering and PIPE financing.
• The Hartford on various financing matters, including its $500 million offering of senior notes
16/03/2021 Andrea Basham | Freshfields Bruckhaus Deringerand its exercise of the Put Option under the Glen Meadow ABC Trust to issue $500 million of
junior subordinated notes.
• Numerous domestic and international corporate and shareholder clients on corporate
governance and securities offering related matters, including Carbo Ceramics, Evertec, New
Media, American Express, Temasek Holdings, Goldman Sachs, Viking Global Investors and
others.
• Several foreign private issuer U.S. registered IPOs, including LINE’s dual-listed U.S.-Japan
IPO and the IPOs of Argentine companies Central Puerto and Grupo Supervielle.
Qualifications
Education
New York University School of Law
• J.D., 2002
Vanderbilt University
• B.A., 1997
Bar admissions
New York
Languages
• Spanish (native)
• French (fluent)
16/03/2021 Andrea Basham | Freshfields Bruckhaus DeringerContact Andrea andrea.basham@freshfields.com New York 601 Lexington Avenue, 31st Floor New York, NY T +1 212 284 4966 F +1 212 277 4001 16/03/2021 Andrea Basham | Freshfields Bruckhaus Deringer
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