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The Firm’s capital markets and securities practice group participates in a wide range of debt and equity offerings in the U.S. and European capital markets, representing both issuers and underwriters. These transactions include registered public offerings, foreign offerings under Regulation S and private placements under Regulation D and Rule 144A. The Firm has acted as lead issuer’s counsel in the offering of project bonds, full and partial zero coupon bonds, subordinated securities, medium-term notes and commercial paper, both on a secured and unsecured basis. The Firm has also acted as lead counsel in equity offerings by issuers in the form of American Depositary Receipts, Global Depositary Receipts, units and ordinary common shares and in offerings of hybrid and derivative securities, including rights offerings and convertible debt.
Representative examples of the Firm’s experience in equity and debt offerings include:
- Representation of Telecomunicaciones de Puerto Rico, Inc. in a US$1 billion Regulation S/Rule 144A offering of Senior Notes with Salomon Smith Barney as lead purchaser and subsequent SEC-registered exchange offer.
- Representation of a Latin American cellular telephone service provider in a US$262,848,000 Regulation S/Rule 144A and Regulation S issuance of Senior Deferred Coupon Notes and subsequent SEC-registered exchange offer.
- Representation of a Latin American food manufacturer in a US$250 million Regulation S/Rule 144A offering, with Lehman Brothers as lead purchaser, and subsequent SEC-registered exchange offer.
- Representation of an Australian Nickel/Cobalt mine in a US$300 million Regulation S/Rule 144A issuance of Senior Secured Bonds, with Merril Lynch and J.P. Morgan as lead purchasers, and subsequent SEC-registered exchange offer.
- Representation of a bank in connection with a 100 million Deutsche Mark offering.
- Representation of a non-U.S. bank in connection with a US$175 million securitization of credit card receivables.
- Representation of non-U.S. private and state-owned banks in various types of securitized import financing, aggregating in excess of US$1 billion.
- Representation of non-U.S. private and state-owned banks in connection with Euronote offerings and the establishment of Euronote Programs aggregating in excess of US$5 billion.
- Representation of a non-U.S. shipping company in connection with an international secondary offering of 7,033,096 American Depository Shares and 1,709,800 Series L Shares under Regulation S and Rule 144A.
- Representation of a Gulf state government in connection with a sovereign general facility agreement for US$350 million involving 22 banks.
- Representation of a non-U.S. bank in connection with a Canadian $60 million Euronote offering.
- Representation of the export subsidiary of a major non-U.S. integrated oil and gas company in connection with a US$275 million securitized commercial paper program.
- Representation of a non-U.S. shipping company in an SEC-registered initial public offering of 2,045,454 units, each consisting of 3 CPO ADSs and 1 L Share ADS, and concurrent exchange offer for outstanding Rule 144A ADSs.
- Representation of a non-U.S. paper manufacturing company in connection with a US$150 million Euro Medium-Term Note Program.
- Representation of a non-U.S. shipping company in connection with a US$200 million Euro Medium-Term Note Program.
- Representation of a non-U.S. bank in connection with a US$750 million Multicurrency Global Commercial Paper Program.
- Representation of a non-U.S. investment bank as arranger in connection with a US$50 million Euro Medium-Term Note Program for a non-U.S. bank.
- Representation of the export subsidiary of a major non-U.S. integrated oil and gas company in connection with a US$366 million securitization of accounts receivable.
- Representation of a non-U.S. bank in connection with a 200 million Deutsche Mark offering.
- Representation of a non-U.S. shipping company in connection with an SEC-registered US$200 million Yankee bond offering.
- Representation of a non-U.S. bank in connection with a 10 billion Mexican Peso offering.
- Representation of a non-U.S. paper manufacturing company in connection with a US$80 million Euronote offering.
- Representation of the underwriters in connection with a non-U.S. bank’s US$150 million Euronote offering.
- Representation of a non-U.S. financial services company as special tax counsel in connection with an SEC-registered initial public offering of 3,110,636 ADSs.
- Representation of the underwriters in connection with US$41,250,000 SEC-registered initial public offering of ADSs for a non-U.S. communications company.
- Representation of a non-U.S. bank in connection with a £75 million Euronote offering.
- Representation of a non-U.S. bank in connection with an SEC-registered US$500 million Medium-Term Note Program.
- Representation of a non-U.S. shipping company in connection with a registered US$150 million Yankee bond offering.
- Representation of a non-U.S. bank in connection with an SEC-registered US$100 million Yankee bond offering.
- Representation of a non-U.S. shipping company in connection with a US$100 million Euronote offering.
- Representation of the underwriters in connection with a US$50 million Euronote offering by a non-U.S. energy company.
- Representation of a non-U.S. bank in connection with a US$1 billion SEC-registered global bond offering.
- Representation of the underwriters in connection with a US$25 million Euronote offering by a non-U.S. manufacturing company.
- Representation of the underwriters in connection with a global initial public offering of approximately US$108 million in ADSs of a non-U.S. bank.
- Representation of a non-U.S. housing developer and builder in connection with a global offering of approximately US$59 million in ADSs and GDSs under Rule 144A and Regulation S.
- Representation of a non-U.S. petrochemical company in connection with a US$390 million sale of future petroleum product receivables.
- Representation of a non-U.S. petrochemical company in connection with a financial lease in respect of US$200 million of offshore oil platforms.
- Representation of a non-U.S. major power producer in connection with a US$225 million syndicated bank credit facility.
- Representation of a non-U.S. cellular telephone and service provider in connection with a US$500 million project finance program.
- Representation of a Canadian gas gathering company in connection with the institutional private placement of units consisting of shares and debentures in the aggregate amount of $114,700,000.
- Representation of an English investment trust in connection with the private placement of ordinary shares and Rule 144A secondary placement of preferred shares in connection with recapitalization of the investment trust.
Partners & Counsel
The following partners and counsel practice in this area:
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