A trainee's role in...

GSK on the demerger of its Consumer Healthcare Business to form Haleon

In July 2022, GSK separated its Consumer Healthcare business to create the independent listed Haleon group. The demerger created the largest standalone global consumer healthcare business in the world. Demergers of this scale are rare. When listed in July 2022, Haleon had a market capitalisation of around £30bn – the biggest London listing in more than a decade.

Kayley Castle worked on the transaction in its early stages.

At what stage did you become involved in the deal?

I joined the matter right at the start of my training contract, at the beginning of my first seat in one of our Corporate groups. The deal was still at a fairly early stage and the substantive work on the public documents – the workstream I was involved in – was just starting to pick up, making it a really interesting time for me to get stuck into the matter. As a trainee, it’s not uncommon to get brought on to transactions that are already in the later stages, so I was excited to be able to see something through from the beginning.

What did you find most interesting about the transaction?

The transaction was interesting for a number of reasons, not least because it involved the largest listing on the London Stock Exchange in over a decade! The deal structure was also very complex, throwing up various challenges that required the team to devise innovative solutions. Working with a client that is such a well-known, household name and gaining an insight into how their business functions from the inside was also something I found very interesting.

How many lawyers worked on the deal and how was the responsibility allocated?

Given the size and complexity of the transaction, the matter team was particularly large. There was a significant amount of work to do on the Corporate side, as we were advising on both the execution of the demerger itself as well as the preparations needed for Haleon to become its own listed company. Responsibility for the various workstreams was therefore shared between a large team of partners, associates and trainees spanning across all of the Corporate group. Our Finance, Tax, and Pensions, Incentives & Employment departments were also heavily involved, meaning I was able experience first-hand how the different departments within the firm work together to deliver the final outcome for the client. This also gave me the opportunity to meet and work with a wide range of people within the firm that I might not have otherwise crossed paths with. 

How did you help get the deal over the line?

During my time on the matter, there were several milestones that required the team to pull together and work intensively to get things done. While these crunch points can be stressful, they are also the moments in a transaction where you feel the benefit of the firm’s collegiate culture the most. Everyone in the team pitches in to make sure the end result is delivered as seamlessly as possible, and there is support from all angles.

“I was able experience first-hand how the different departments within the firm work together to deliver the final outcome for the client.”

What kind of work were you doing?

Despite only being a first seat trainee at the time, I was given exposure to a wide variety of work and became fully immersed in the transaction as a result. Probably the largest part of this work was drafting the prospectus – a 400+ page document aimed at investors, setting out the key information relevant to the demerger. Right from the start, I was able to get involved in drafting certain parts of the prospectus, including the section describing the consumer healthcare business that was the subject of the demerger (drafting descriptions of Sensodyne and Advil was a particularly fun part of this task!) Getting stuck into such a central component of the matter from the outset was a great opportunity for me to develop an in-depth understanding of the overall transaction and really contributed to the sense of feeling like part of the team.

Once the prospectus was drafted, the next important step was to verify the document. Verification is a typical trainee task and involves going through a document line-by-line to ensure every statement can be evidenced to be true – as you can imagine, with a 400-page document, this was no mean feat! I was therefore part of a large team of trainees and associates all working together to get the job done.

In between drafting and verification, I was also able gain experience of several other fundamental trainee tasks, such as legal research and taking notes of client calls. Overall, the transaction was a great opportunity for me to develop a range of skills that are essential to trainee life, and set me in good stead for the rest of my training contract.

How did you feel when the deal completed?

By the time the deal completed, I had moved on to the next seat in my training contract, so I was no longer working on the transaction at that point. However, it was still very exciting to see the deal hit the headlines and I felt a real sense of pride for what I had contributed during my time on the matter. I was also invited back for the post-completion celebrations, which are always very fun!

What was your favourite moment?

Completing the verification exercise mentioned above was definitely a highlight for me. Although only one of the many milestones achieved throughout the course of the transaction, the client was extremely grateful for the hard work the team had put in to getting it over the line and sent us all several e-mails expressing their thanks. This was a really rewarding moment and brought a feeling of having contributed to an important component of the overall transaction.