Capital Markets

We represent U.S. and foreign issuers and underwriters in a variety of capital-raising transactions. These transactions range from initial public offerings to offerings by seasoned public companies and involve the issuances of high-yield, investment grade and convertible debt and common and preferred stock in the U.S. and foreign markets. Our extensive experience in capital markets includes registered offerings as well as Rule 144A offerings.

We participate in capital markets transactions involving issuers in numerous industries, including healthcare, communications, aerospace, insurance, reinsurance, asset management, software, manufacturing, gaming and real estate.

Our Capital Markets Group draws on the general and particular experience within our Corporate & Financial Services Department and the other departments throughout our firm to provide high quality legal services efficiently and effectively.

Highlights

REPRESENTATIVE EXPERIENCE

Our representative capital markets transactions include the following equity offerings:

IPO and Other Equity Offerings

  • Clovis Oncology, Inc.

     We represented Clovis Oncology in its $235.75 million underwritten public offering of common stock. (2017)

  • James River Group Holdings, Ltd.

    We represented the underwriter in the secondary public offering of common shares by James River Group Holdings, Ltd. (2016)

  • Aspen Insurance Holdings

    We represented Aspen Insurance Holdings in its public offering of $250 million of perpetual non-cumulative preference shares. (2016)

  • Arch Capital Group Ltd.

    We represented the underwriters in the $436.5 million offering of depository shares by Arch Capital Group. (2016) 

  • Ryerson Holding Corporation

    We represented Ryerson Holding Corporation, a Platinum Equity portfolio company, in its $76.25 million public offering of common stock. (2016)

  • Bpifrance

    We represented Bpifrance in connection with Vallourec’s €1 billion equity fundraising. (2016)

  • Teva Pharmaceuticals

    We represented Teva Pharmaceuticals in its $6.75 billion aggregate stock offerings supporting its pending acquisition of Actavis Generics. (2015)

  • HealthEquity, Inc.

    We represented HealthEquity, Inc. in its IPO and follow-on offerings. (2014, 2015, 2016)

  • Clovis Oncology, Inc.

    We represented Clovis Oncology in its $316.2 million public offering of common stock. (2015)

  • WCI Communities, Inc.

    We represented Monarch Alternative Capital LP and Stonehill Capital Management LLC in an underwritten secondary offering of shares of WCI Communities, Inc. (2015) 

  • Laredo Petroleum Inc

    We represented funds affiliated with Warburg Pincus LLC in connection with the 60 million share offering of common stock by Laredo Petroleum Inc, valued at approximately $663 million. (2015) 

  • Select Equity Group, L.P.

    We represented Select Equity Group, L.P., a major shareholder in Shake Shack, in connection with Shake Shack’s initial public offering and follow-on offering. (2015)

  • Synageva BioPharma Corp.

    We represented the underwriters, led by joint book-running managers Goldman, Sachs & Co. and J.P. Morgan Securities LLC, in Synageva’s $308 million public offering of common stock. (2015) 

  • James River Group Holdings, Ltd.

    We represented the underwriting syndicate, led by joint book-running managers Keefe, Bruyette & Woods, Inc., UBS Securities LLC, FBR Capital Markets & Co. and BMO Capital Markets Corp., in James River Group Holdings, Ltd.’s $231 million initial public offering. (2014) 

  • Strategic Hotels & Resorts, Inc.

    We represented J.P. Morgan as sole book-running manager in Strategic Hotel & Resorts’ $292.1 million public offering of common stock. (2014) 

  • Paramount Group, Inc.

    We represented Paramount Group, Inc. in its $2.6 billion initial public offering, the largest REIT initial public offering in U.S. history. (2014)

  • Brookdale Senior Living Inc.

    We represented the underwriters, led by BofA Merrill Lynch and Goldman, Sachs & Co as the joint book-running managers and CSCA Capital Advisors, LLC and RBC Capital Markets as the co-managers in Brookdale Senior Living’s $300 million offering of common stock.  We also represented Morgan Stanley & Co. LLC in Brookdale’s $621 million secondary offering. (2014) 

  • Euronext NV.

    We represented a significant shareholder group in Euronext’s IPO (acquiring 33.36% of Euronext’s capital). (2014)

  • Strategic Hotels Resorts Inc

    Strategic Hotels & Resorts, Inc.  We represented the underwriters, led by joint bookrunning managers J.P. Morgan, Deutsche Bank Securities, BofA Merrill Lynch, and Wells Fargo Securities, in Strategic Hotel & Resorts’ $416.8 million offering of common stock. (2014)

  • Synageva BioPharma Corp.

    We represented book-running managers Goldman, Sachs & Co., J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC in Synageva’s $211.5 million public offering of common stock. (2014)

  • Ryerson Holding Corporation

    We represented the issuers and selling security holders in the approximately $121 million IPO of Ryerson Holding Corporation. (2014) 

  • Clovis Oncology, Inc.


    We represented Clovis Oncology in its $115 million secondary offering of common stock by certain selling stockholders. (2013)
  • Shutterstock, Inc.

    We represented the underwriters, led by bookrunning managers Morgan Stanley, Deutsche Bank and Jefferies, in Shutterstock’s $276 million follow-on offering of common stock. (2013)

  • Lancashire Holdings Limited

    We represented Lancashire Holdings Limited in its £131 million equity placing of common shares, to raise approximately one-half of the proceeds to fund its acquisition of Cathedral Capital Limited, and the admission of shares on the London Stock Exchange. (2013)

  • Clovis Oncology, Inc.

    We represented Clovis Oncology in its $275 million public offering of common stock. (2013)

  • RenaissanceRe Holdings Ltd.

    We represented RenaissanceRe in its $275 million offering of preference shares. (2013)

  • CME/Time Warner

    We represented Time Warner Inc., the largest shareholder of Central European Media Enterprises Ltd., in the exercise of its preemptive right to purchase 49.9% of the number of shares of Class A common stock sold in CME’s $174 million public offering, and in its purchase of $200 million of CME’s Series B Convertible Redeemable Preferred Stock in a private placement. (2013)

  • BTS Group Holdings PCL

    We represented a cornerstone investor in BTS Group’s $2.13 billion initial public offering, the largest-ever IPO in Thailand. (2013)

  • Five Oaks Investment Corp.

    We represented XL Investments Ltd. in its investments in 2012 and 2013 in Five Oaks Investments Corp., a mortgage-based REIT which later consummated its initial public offering. (2013)

  • Radian Group

    We represented the underwriters, led by joint bookrunning managers Morgan Stanley & Co. LLC and Goldman, Sachs & Co., in Radian Group Inc.’s public offering of 39.1 million shares of common stock. (2013)

  • Synageva BioPharma Corp.

    We represented the underwriters, led by joint book-running managers Morgan Stanley and J.P. Morgan, in Synageva’s $118 million public offering of common stock. (2013)

  • Shutterstock, Inc.

    We represented the underwriters, led by bookrunning managers Morgan Stanley, Deutsche Bank Securities and Jefferies, in Shutterstock’s $76.5 million IPO. (2012)

  • Ulta Salon, Cosmetics & Fragrance, Inc.

    We represented Doublemousse B.V. and Moussetrap as the selling shareholders in the $676.2 million secondary offering of Ulta Beauty common stock. (2012)

  • Strategic Hotels & Resorts, Inc.

    We represented the underwriters, led by joint book-running managers Deutsche Bank Securities and Raymond James & Associates, Inc., in Strategic Hotel and Resorts’ $114.4 million offering of common shares. (2012)

  • Aspen Insurance Holdings

    We represented Aspen Insurance in its $150 million underwritten public offering of perpetual non-cumulative preference shares. (2012)

  • Clovis Oncology, Inc.

    We represented Clovis Oncology in its $130 million IPO in November 2011 and in its $75 million public offering of common stock. (2012)

  • Arch Capital Group Ltd.

    We represented the underwriters, led by Wells Fargo Securities, BofA Merrill Lynch, Morgan Stanley and UBS Investment Bank in Arch Capital Group’s $325 million offering of its 6.75% Non-Cumulative Preferred Shares, Series C. (2012)

  • Synageva BioPharma Corp

    We represented the underwriters, led by joint book-running managers Morgan Stanley and J.P. Morgan, in Synageva’s $90 million public offering of common stock. (2012)

  • Ventas, Inc.

    We represented Ventas in the $1.13 billion secondary offering of its common stock by Lazard Real Estate Partners. (2012)

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Debt Offerings

  • iPayment

    We represented iPayment in its $175 million 144A offering of 10.75% Senior Secured Second Lien Notes Due 2024. (2017)

  • Lennar Corporation

    We represented Lennar as issuer in its offering of $600 million aggregate principal amount of its 4.125% Senior Notes due 2022. (2017)

  • MetLife, Inc.

    We represented The Metropolitan Life Insurance Company in its issuance of $2 billion aggregate principal amount of senior secured notes. (2017)

  • Arch Capital Finance

    We represented the underwriters in an aggregate $950 million public offering of senior notes by Arch Capital Group Ltd. (2016)

  • The Allstate Corporation

    We represented The Allstate Corporation in connection with its offerings of $550 million 3.280% Senior Notes due 2026 and $700 million 4.200% Senior Notes due 2046. (2016)

  • LSB Industries, Inc.

    We represented LSB Industries, Inc. in a successful consent solicitation to effect certain amendments to its 7.75% Senior Secured Notes due 2019 following the company’s $364 million sale of its climate control business. (2016) 

  • Fidelity National Information Services, Inc.

    We represented Fidelity National Information Services, Inc. (FIS) in its $2.5 billion public debt offering. (2016)

  • Teva Pharmaceutical Industries Ltd.

    We represented Teva Pharmaceutical Industries Ltd. in its series of three multi-tranche, multi-market offerings of senior notes aggregating $20.4 billion to finance its pending acquisition of Actavis Generics, the worldwide generic pharmaceutical business of Allergan plc. (2016)

  • Joseph T. Ryerson & Son, Inc.

    We represented Joseph T. Ryerson & Son, Inc., a Platinum Equity portfolio company, in its offering of $650 million aggregate principal amount of 11% Senior Secured Notes due 2022. (2016)

  • W. R. Berkley Corporation

    We represented W. R. Berkley Corporation in its $290 million offering of subordinated debentures. (2016)

  • Radian Group Inc.

    We represented the underwriters in Radian Group Inc.’s offering of $350 million senior notes. (2016)

  • The Hanover Insurance Group

    We represented the lead book-running managers in The Hanover Insurance Group’s offering of $375 million senior notes. (2016)

  • Level 3 Communications, Inc.

    We represented Level 3 in its offering of $775 million aggregate principal amount of its 5.25% Senior Notes due 2026. (2016)

  • Marsh & McLennan Companies, Inc.

    We represented the underwriters, led by joint bookrunning managers Citigroup, Deutsche Bank, Barclays and HSBC, in Marsh & McLennan Companies’ $350 million offering of senior notes. (2016)

  • Lennar Corporation

    We represented Lennar as issuer in its offering of $500 million aggregate principal amount of its 4.750% Senior Notes due 2021. (2016)

  • W. R. Berkley Corporation

    We represented W. R. Berkley Corporation in its $110 million offering of subordinated debentures. (2016)

  • WFS Global Holding

    We represented Platinum Equity and WFS Global Holding in connection with the high yield notes offering to fund WFS’s acquisition of CAS and an amendment of an existing super senior secured revolving credit facility. (2016)

  • Lennar Corporation

    We represented Lennar Corporation in its offering of $400 million aggregate principal amount of its 4.875% Senior Notes due 2023. (2015)

  • Level 3 Communications, Inc.

    We represented Level 3 Communications in its $900 million 144A offering of senior notes by its subsidiary Level 3 Financing, Inc. (2015)

  • Fidelity National Information Services, Inc.

    We represented Fidelity National Information Services, Inc. (FIS) in its public offering of $4.5 billion aggregate of debt securities to finance its $9.1 billion acquisition of SunGard. (2015)

  • DaVinciRe Holdings Ltd.

    We represented DaVinciRe Holdings, a joint venture of RenaissanceRe Holdings Ltd., in its $150 million 144A offering of senior notes. (2015)

  • Level 3 Communications, Inc.

    We represented Level 3 Communications in its $1.5 billion 144A offering of senior notes by its subsidiary Level 3 Financing, Inc. (2015) 

  • Lennar Corporation

    We represented the underwriters led by Joint Book-Running Managers Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, BofA Merrill Lynch, Mizuho Securities USA Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC. in Lennar’s $500 million offering of senior notes. (2015) 

  • Teva Pharmaceutical Industries Ltd.

    We represented Teva Pharmaceutical Industries Ltd. in its €2 billion multi-tranche Eurobond offering. (2015) 

  • RenaissanceRe Ltd

    We represented RenaissanceRe Ltd. and its subsidiary, RenaissanceRe Finance Inc., in the subsidiary’s agreement to sell in an underwritten public offering $300 million aggregate principal amount of 3.700% senior notes, guaranteed by RenaissanceRe Holdings Ltd. (2015) 

  • Platinum Equity

    We represented Platinum Equity in connection with the financing of Platinum’s acquisition of WFS Global Holding S.A.S, Inc. from LBO France Gestion, including a high yield notes offering and a new senior secured revolving credit facility. (2015)

  • Marsh & McLennan Companies, Inc.

    We represented the underwriters, led by joint bookrunning managers Citigroup, HSBC, Barclays and Goldman, Sachs & Co., in Marsh & McLennan Companies’ $500 million offering of senior notes. (2015) 

  • Platinum Equity

    We represented Platinum Equity in connection with the financing of Platinum’s acquisition of PrimeSource Building Products, Inc. and PRIMESOURCE Building Products International,Inc. from Itochu International Inc. and Itochu Corporation. (2015)

  • Agence France Local

    We represented Agence France Locale, the first funding agency owned entirely by local governments and dedicated to their financing in France, in the launch of an EMTN Program and inaugural bond issue. (2015)

  • Lennar Corporation

    We represented J.P. Morgan Securities LLC  as Sole Book-Running Manager in Lennar’s offering of $250 million of 4.50% senior notes due 2019. (2015)

  • Teva Pharmaceutical Industries Ltd.

    We represented Teva Pharmaceutical Industries Ltd. in its $1.3 billion debt tender offer for five series of senior notes. (2015)

  • Lennar Corporation

    We represented the underwriters led by Joint Book-Running Managers J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc., BMO Capital Markets Corp. and UBS Securities LLC. in Lennar Corporation’s $350 million offering of senior notes. (2014) 

  • Level 3 Communications, Inc.

    We represented Level 3 Communications in its $600 million 144A offering of senior notes. (2014) 

  • Clovis Oncology

    We represented Clovis Oncology in its $287.5 million 144A offering of convertible senior notes. (2014) 

  • Level 3 Communications, Inc.

    We represented Level 3 Communications in a $1 billion 144A offering of senior notes by its subsidiary Level 3 Escrow II, Inc. (2014)

  • W.R. Berkley Corporation

    We represented W. R. Berkley in its $350 million offering of senior notes. (2014)

  • Assured Guaranty US Holdings Inc.

    We represented the underwriters, led by joint book-running managers Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, in Assured Guaranty’s $500 million offering of senior notes. (2014)

  • Marsh & McLennan Companies, Inc.

    We represented the underwriters, led by joint bookrunning managers J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., in Marsh & McLennan Companies’ $600 million offering of senior notes. (2014)

  • Ventas, Inc.

    We represented Ventas in its $700 million offering of senior notes. (2014)

  • Lennar Corporation

    We represented the underwriters led by Joint Book-Running Managers Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, BMO Capital Markets Corp. and UBS Securities LLC in Lennar’s $400 million offering of senior notes, and Sole Book-Running Manager Citigroup Global Markets Inc. in Lennar’s subsequent $100 million offering of senior notes. (2014)

  • Level 3 Communications, Inc.

    We represented Level 3 Communications in a $300 million 144A offering of floating rate senior notes by its subsidiary Level 3 Financing, Inc. (2013)

  • MetLife Inc

    We represented MetLife, Inc. in its $1 billion offering of senior notes. (2013)

  • Rialto/Lennar

    We represented the initial purchasers, led by Wells Fargo Securities, J.P. Morgan Securities and Deutsche Bank Securities, in the $250 million Rule 144A offering by Rialto Holdings, LLC and Rialto Corporation, wholly owned subsidiaries of Lennar Corporation. (2013)

  • Level 3 Communications, Inc.

    We represented Level 3 Communications in a $640 million 144A offering of senior notes by its subsidiary Level 3 Financing, Inc. (2013)

  • Artesyn Technologies

    We represented Artesyn Technologies in its $250 million offering of senior secured notes. (2013)

  • Marsh & McLennan Companies, Inc.

    We represented the underwriters, led by joint book-running managers Goldman, Sachs & Co., HSBC, BofA Merrill Lynch and Deutsche Bank Securities, in Marsh & McLennan Companies’ $500 million offering of senior notes. (2013)

  • Ventas, Inc.

    We represented Ventas in its $850 million offering of senior notes. (2013)

  • Take-Two Interactive Software, Inc.

    We represented Take-Two Interactive in its $250 million offering of new convertible senior notes and in the redemption of an outstanding series of notes. (2013)

  • Iracore International Holdings, Inc.

    We represented Iracore International Holdings, Inc. in its $125 million offering of 9.5% senior secured notes due 2018. (2013)

  • W. R. Berkley Corporation

    We represented W. R. Berkley in its $350 million offering of subordinated debentures. (2013)

  • Fidelity National Information Services, Inc.

    We represented FIS in its $1.25 billion public debt offering. (2013)

  • Radian Group

    We represented the underwriters, led by joint bookrunning managers Morgan Stanley & Co. LLC and Goldman, Sachs & Co., in Radian Group Inc.’s $400 million offering of senior notes. (2013)

  • Neovia Logistics Services LLC

    We represented Neovia Logistics Services LLC in its offering of 10%/10.75% PIK toggle notes due 2018. (2013)

  • Neovia Logistics Services LLC

    We represented Neovia Logistics Services LLC in its $450 million offering of 8.875% senior secured notes due 2020. (2013)

  • Speedy Cash Group Holdings, Inc.

    We represented Speedy Cash Group Holdings, Inc. in its $125 million offering of 12% senior cash pay notes due 2017. (2013)

  • Speedy Cash Intermediate Holdings, Inc.

    We represented Speedy Cash Intermediate Holdings, Inc. in its $100 million offering of 10.75% senior secured notes due 2018. (2013)

  • Allstate Corporation

    We represented The Allstate Corporation in its $500 million offering of subordinated debentures. (2013)

  • Lennar Corporation

    We represented the initial purchasers, led by Citigroup Global Markets, Deutsche Bank Securities and J.P. Morgan Securities in Lennar’s $450 million 144A offering of senior notes. (2013)

  • Ventas, Inc.

    We represented Ventas in its $925 million offering of senior notes. (2012)

  • Teva Pharmaceutical

    We represented Teva Pharmaceutical Industries Limited in its $2 billion offering of senior notes. (2012)

  • Lennar Corporation

    We represented the initial purchasers, led by Citigroup, J.P. Morgan and UBS Investment Bank, in Lennar’s $350 million 144A offering of senior notes. (2012)

  • Ryerson, Inc.

    We represented Ryerson in its offering of $900 million principal amount of senior notes and related tender offers and consent solicitations. (2012)

  • MetLife, Inc.

    We represented MetLife in its $750 million offering of senior notes. (2012)

  • Level 3 Communications, Inc.

    We represented Level 3 Communications in a $775 million 144A offering of senior notes by its subsidiary Level 3 Financing, Inc. (2012)

  • Ventas, Inc.

    We represented Ventas in its $275 million offering of senior notes. (2012)

  • Level 3 Communications Inc

    We represented Level 3 Communications in its $300 million 144A offering of senior notes. (2012)

  • Ventas, Inc.

    We represented Ventas in its $600 million offering of senior notes. (2012)

  • Faiveley Transport

    We represented Faiveley Transport in its $75 million notes issue through a two-tranche private placement in the United States. (2012)

  • Teva Pharmaceutical

    We represented Teva Pharmaceutical Industries Limited in its debut €1 billion and CHF 450 million Regulation S offerings of senior notes. (2012)

  • W. R. Berkley Corporation

    We represented W. R. Berkley in its $350 million offering of senior notes. (2012)

  • Marsh & McLennan Companies, Inc.

    We represented the underwriters in Marsh & McLennan Companies’ $250 million offering of senior notes. (2012)

  • Level 3 Communications, Inc.

    We represented Level 3 Communications in its $900 million 144A offering of senior notes. (2012)

  • The Allstate Corporation

    We represented the underwriters, led by joint book-running managers J.P. Morgan Securities LLC and Goldman, Sachs & Co., in Allstate’s $500 million offering of senior notes. (2012)

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