Capital Markets

Our capital markets practice is ranked among the world’s best. Leading international corporations and the world’s largest financial institutions look to our lawyers for advice on securities offerings of all kinds around the world. We have substantial experience in the most complex securities transactions that require highly creative and sophisticated advice, such as cross-border, multi-listed IPOs and complicated high-yield debt offerings.

Our extensive experience with the U.S. Securities and Exchange Commission (the “SEC”), NYSE, Nasdaq and other U.S. and global regulators, including in-depth contact with their senior personnel, provides clear insight into regulatory considerations in offerings of all types. Through formal and informal communications with regulators, we contribute to the shaping of regulatory policies on various issues.

Our leadership in the area of securities disclosure has put us in the position to comment with significant impact on many important financial regulatory developments throughout history, from the inception of federal securities regulation in the 1930s through developments such as Rule 144A / Regulation S, Regulation M and Sarbanes-Oxley, the Emergency Economic Stimulus Act (EESA), the Troubled Asset Repurchase Program (TARP) and the JOBS Act.

Recognition

  • Chambers Global?– Debt and Equity Capital Markets: Band 1, one of only?two firms worldwide to be?ranked for both categories
  • Chambers USA
    –?
    Investment Grade Debt – Issuer & Manager Representation: Band 1
    – Equity – Manager Representation: Band 1
  • IFLR?Americas Awards
    –?“Equity Team of the Year,”?2019
    – "Equity Deal of the Year," 2019; Spotify's Direct Listing
  • Refinitiv (f/k/a Thomson Reuters) 1H 2019?–?1st in?21 Global and?U.S. capital markets categories, more than any other firm
  • Bloomberg 1H 2019 – 1st in 16 Global and U.S. capital markets categories, more than any other firm

Notable Matters

  • Cigna Corporation. $20 billion senior notes offering by Halfmoon Parent, Inc., a direct wholly owned subsidiary of Cigna Corporation. Halfmoon Parent used the proceeds of the offering to finance in part the cash portion of its acquisition of Express Scripts Holding Company, to pay certain of Express Scripts’ indebtedness and for other general corporate purposes. Halfmoon Parent is a Delaware corporation incorporated on March 6, 2018 solely for the purpose of effecting the acquisition of Express Scripts and, immediately after the acquisition, Halfmoon Parent was renamed Cigna Corporation. As a result of the acquisition, Cigna and Express Scripts became wholly owned subsidiaries of Halfmoon Parent.
  • Citizens Financial Group. $3.5 billion IPO and NYSE listing of common stock by our client, Citizens Financial Group. We also advised?The Royal Bank of Scotland Group?on certain matters related to its separation from Citizens. This transaction was the largest U.S. bank IPO in history.?This divestment of Citizens by RBSG, as a result of a?£45 billion bailout by the U.K. government,?raised very complex legal challenges. RBSG was accountable?for Citizens even after it ceased to own all or even half of the company.
  • Dong Energy. DKK 17.1 billion IPO and Nasdaq Copenhagen listing. This deal was the largest-ever IPO in Denmark as of 2017.
  • General Motors Company. $23.1 billion SEC-registered IPO and NYSE listing of common stock. The transaction, which included a simultaneous registered public offering in Canada, a directed share program that was initially offered to over 600,000 employees, retirees and others, and private placements in more than 40 jurisdictions around the world, was the largest initial public offering in U.S. history.
  • Hudson. $748.9 million SEC-registered IPO and NYSE listing by our client, Hudson Ltd.
  • IBM. $20 billion notes offerings by IBM. IBM intends to use the net proceeds from the offering to finance a portion of its pending acquisition of Red Hat, Inc., a leading global provider of open source software solutions.
  • iQIYI. $2.25 billion SEC-registered IPO and Nasdaq listing. This was the third-largest U.S. IPO in 2018.
  • Israel Chemicals. $421 million IPO and NYSE listing of ordinary shares by our client, Israel Chemicals. This was the first-ever IPO that included not just an offering but also a forward sale agreement (effectively a hedge rather than true sale by the selling shareholder), with a portion of the shares being sold in the offering representing shares borrowed by the forward sale counterparty and sold by it, rather than the selling shareholder. Other offerings have involved this structure in reliance on certain no-action letters, but those no-action letters do not apply to an IPO and only permit this transaction by seasoned issuers. Davis Polk came up with a structure that would permit a forward sale agreement to occur in the context of an IPO, and permit subsequent changes to the hedge to be conducted in a manner not requiring SEC registration.
  • Santander Brasil. $7.5 billion SEC-registered IPO and NYSE listing of ADRs by our client, Banco Santander (Brasil).
  • SoftBank Corp. $23.5 billion Rule 144A/Regulation S IPO and TSE listing of common stock. This initial public offering is the largest IPO in Japan and the second-largest IPO globally to date.
  • Spotify Technology S.A. NYSE direct listing of common stock.
  • StoneCo Ltd. $1.4 billion SEC-registered IPO of common stock, $100 million private placement of common stock and $790 million SEC-registered follow-on offering of common stock by our client, StoneCo Ltd. StoneCo’s IPO was the second-largest of 2018.
  • Uber Technologies, Inc. $8.1 billion SEC-registered IPO and NYSE listing of common stock, as well as $3.2 billion aggregate high-yield senior notes offerings.