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Willkie Farr & Gallagher LLP

Practices

Industries

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

  • FIS

    We represented FIS in connection with its public offering of $2.5 billion of senior notes. (2022)

  • Air France-KLM Group

    We represented Air France-KLM Group in its €2.256 billion rights issue. (2022)

  • Take-Two Interactive Software, Inc.

    We represented Take-Two Interactive Software, Inc. in its offering of $2.7 billion of Senior Notes, consisting of $1 billion of its 3.300% Senior Notes due 2024, $600 million of its 3.550% Senior Notes due 2025, $600 million of its 3.700% Senior Notes due 2027, and $500 million of its 4.000% Senior Notes due 2032. (2022)

  • Exela Technologies, Inc.

    We represented Exela Technologies, Inc. on its exchange of its Common Stock for 6.00% Series B Cumulative Convertible Perpetual Preferred Stock. (2022)

  • Post Oak Energy Capital/Earthstone Energy/Bighorn Permian Resources

    We represented Post Oak Energy Capital, LP, as investor in the PIPE transaction as part of Earthstone Energy’s approximately $860 million acquisition of Bighorn Permian Resources’ assets. (2022)

  • Victory Capital

    We represented Victory Capital in its $136 million secondary offering. (2021)

  • EG Acquisition Corp.

    We represented EG Acquisition Corp. in its $225 million SPAC initial public offering. (2021)

  • HealthEquity, Inc.

    We represented HealthEquity in in the offerings under Rule 144A of $600 million senior notes due 2029. (2021)

  • Clovis Oncology, Inc.

    We represented Clovis Oncology in its $125 million public offering of common stock. (2021)

  • Fidelis Insurance Holdings

    We represented Fidelis Insurance Holdings in connection with its equity capital raise implemented by a rights offer to shareholders and a private placement with The Travelers Companies, Inc. (2021)

  • James River Group Holdings, Ltd.

    Represented the underwriters in connection with James River Group Holding’s public offering of the company’s common shares, valued at $201,422,500. (2021)

  • HealthEquity, Inc.

    We represented HealthEquity in its $461.7 million offering of common shares. (2021)

  • Liberty Oilfield Services Inc.

    We represented the selling stockholders, R/C Energy IV Direct Partnership, L.P. and R/C IV Liberty Holdings, L.P., funds affiliated with Riverstone Holdings, LLC, in their approximately $100 million sale of 8,700,000 shares of Class A common stock of Liberty Oilfield Services. (2021)

  • Genesis Park

    We represented Genesis Park Acquisition Corp. in its $150 million SPAC initial public offering. (2020)

  • Sarissa Capital

    We represented Sarissa Capital Acquisition Corp. in its $200 million SPAC initial public offering. (2020)

  • nCino, Inc.

    We represented Insight Partners affiliates as selling stockholders in nCino’s $555 million secondary public offering of common stock (NASDAQ: NCNO). (2020)

  • AdaptHealth Corp.

    We represented AdaptHealth Corp. in its $142 million common stock public offering of 9.2 million shares, and $350 million senior notes offering of 6.125% Senior Notes due 2028. (2020)

  • Tenable

    We represented Insight Partners in its $294 million secondary offering of 9.2 million shares of common stock of Tenable Holdings (Nasdaq: TENB). (2020)

  • HealthEquity, Inc.

    We represented HealthEquity in its $257.6 million offering of 4.6 million common shares. (2020)

  • Fidelis Insurance Holdings Limited

    We advised Fidelis Insurance Holdings Limited on its $500 million capital raise implemented by a rights offer and a private placement. (2020)

  • RenaissanceRe Holdings Ltd.

    We represented RenaissanceRe Holdings Ltd. in its registered public offering of 6,325,000 common shares (inclusive of the underwriters’ over-allotment option) and a concurrent private placement of 451,807 common shares, for total aggregate proceeds of approximately $1,095,546,015, after underwriting discounts and expenses. (2020)


  • Clovis Oncology, Inc.

    We represented Clovis Oncology in its $90 million public offering of common stock. (2020)

  • RenaissanceRe Holdings Ltd.

    We represented RenaissanceRe Holdings Ltd. In its secondary public offering of common shares by Tokio Marine & Nichido Fire Insurance Co. Ltd. (2020)

  • Liberty Oilfield Services Inc.

    We represented the selling stockholders, R/C Energy IV Direct Partnership, L.P. and R/C IV Liberty Holdings, L.P., affiliates of Riverstone Holdings LLC, in their approximately $117 million sale of 8,000,000 shares of Class A common stock of Liberty Oilfield Services. (2019)

  • HealthEquity, Inc.

    We represented HealthEquity in its approximately $412 million offering of 6.75 million common shares. (2019)

  • CURO Group Holdings Corp.

    We represented CURO Group Holdings Corp., a technology-enabled highly diversified consumer finance company, and the selling stockholders in a secondary offering of common stock. (2018)

  • Clovis Oncology, Inc.

    We represented Clovis Oncology in its $100 million public offering of common stock. (2018)

  • Arch Capital Group Ltd.

    We represented the underwriters in Arch Capital Group’s approximately $502 million secondary public offering of common shares. (2018)

  • Liberty Oilfield Services Inc.

    We represented issuer Liberty Oilfield Services and selling shareholder R/C Energy IV Direct Partnership in Liberty’s initial public offering. (2018)

  • CURO Group Holdings Corp.

    We represented CURO Group Holdings Corp., a portfolio company of Friedman Fleischer & Lowe, in its IPO. (2017)

  • Essent Group Ltd.

    We represented Essent Group in its $199.5 million public offering of 5,000,000 common shares. (2017)

  • Delivery Hero

    We represented Insight Venture Partners in connection with Delivery Hero AG’s $1.1 Billion IPO. (2017)

  • Clovis Oncology, Inc.

     We represented Clovis Oncology in its $235.75 million and $345 million underwritten public offerings of common stock. (2017)

  • Virtus Investment Partners, Inc.

    We represented Virtus Investment Partners, Inc. in the public offerings of common stock and mandatory convertible preferred stock in connection with its pending acquisition of RidgeWorth Investments. (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)

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Debt Offerings

  • Marsh McLennan

    We represented the underwriters in Marsh McLennan’s $1 billion senior notes offering. (2022)

  • Marsh & McLennan Companies, Inc.

    We represented the underwriters in Marsh & McLennan’s $750 million senior notes offering. (2021)

  • W. R. Berkley Corporation

    We represented W. R. Berkley Corporation in its offering of $350 million aggregate principal amount of 3.150% Senior Notes due 2061. (2021)

  • AdaptHealth LLC

    We represented AdaptHealth in its Rule 144A/Regulation S offering of $600 million aggregate principal amount of 5.125% Senior Notes due 2030. (2021)

  • Lancashire Holdings Limited

    We represented Lancashire Holdings Limited on its inaugural offering of $450 million aggregate principal amount of 5.625% Fixed-Rate Reset Junior Subordinated Notes due 2041. (2021)

  • W. R. Berkley Corporation

    We represented W. R. Berkley Corporation in its offering of $400 million aggregate principal amount of 3.550% Senior Notes due 2052. (2021)

  • Interpublic Group

    We represented Interpublic Group in its registered public offering of $500 million aggregate principal amount of its 2.400% Senior Notes due 2031 and $500 million aggregate principal amount of its 3.375% Senior Notes due 2041. (2021)

  • Club Car/Platinum Equity

    We served as financing counsel to Platinum Equity in its $1.7 billion acquisition of Club Car. (2021)

  • The Allstate Corporation

    We represented The Allstate Corporation in its offering of $1.2 billion of 5-year and 10-year senior notes through a syndicate exclusively comprised of minority-owned, women-owned and veteran-owned business enterprises (MWVBEs), marking the first time a corporate bond offering of this size has been managed exclusively by MWVBEs. (2020)

  • AdaptHealth LLC

    We represented AdaptHealth in its Rule 144A/Regulation S offering of $500 million aggregate principal amount of 4.625% Senior Notes due 2029. (2020)

  • Franklin Templeton

    We represented Franklin Templeton in its public offering of $750 million aggregate principal amount of 1.600% Notes due 2030. (2020)

  • W. R. Berkley Corporation

    We represented W. R. Berkley Corporation in its offering of $250 million aggregate principal amount of 4.25% Subordinated Debentures due 2060. (2020)

  • W. R. Berkley Corporation

    We represented W. R. Berkley Corporation in its additional $170 million offering of 4.00% Senior Notes Due 2050. (2020)

  • Joseph T. Ryerson & Son, Inc.

    We represented Joseph T. Ryerson & Son, Inc., a Platinum Equity portfolio company, in its offering of $500 million aggregate principal amount of 8.50% Senior Secured Notes due 2028. (2020)

  • Herbie Re Ltd.

    We advised Herbie Re Ltd. in its $125 million catastrophe bond offering. (2020)

  • W. R. Berkley Corporation

    We represented W. R. Berkley Corporation in its $300 million offering of 4.00% Senior Notes Due 2050. (2020)

  • Level 3 Financing

    We represented CenturyLink, Inc. in the $1.5 billion 144A offerings of Level 3 Financing, Inc. senior secured notes. (2019)

  • W. R. Berkley Corporation

    We represented W. R. Berkley Corporation in its $300 million offering of 5.10% Subordinated Debentures Due 2059. (2019)

  • Fidelity National Information Services, Inc.

    We represented FIS in its approximately $2.9 billion multi-tranche senior notes offering and concurrent tender offers. (2019)

  • Level 3 Financing

    We represented CenturyLink, Inc. in the $1 billion 144A offering of Level 3 Financing, Inc. senior notes. (2019)

  • Clovis Oncology, Inc.

    We represented Clovis Oncology in its $250 million 144A offering of 4.50% convertible senior notes due 2024. (2019)

  • LSB Industries, Inc.

    We represented LSB Industries in the completion of its previously announced private offering of $35 million in aggregate principal amount of its 9.625% Senior Secured Notes due 2023. The Notes constitute a further issuance of the 9.625% Senior Secured Notes due 2023, of which $400 million aggregate principal amount was issued in 2018. (2019)

  • Radian Group

    We represented the underwriters in Radian Group’s $450 million senior notes offering. (2019)

  • PartnerRe Ltd.

    We represented the underwriters in PartnerRe’s $500 million senior notes offering. (2019)

  • MetLife, Inc.

    We represented MetLife, Inc. in its public offerings of ¥151.7 billion senior notes. (2019)

  • Fidelity National Information Services

    We represented FIS in its approximately US$8.2 billion (equivalent) multi-tranche senior notes offerings. (2019)

  • Marsh & McLennan Companies, Inc.

    We represented the underwriters in Marsh & McLennan’s $5 billion multi-tranche debt offering, and €1.1 billion and $250 million senior notes offerings. (2019)

  • CURO Group Holdings Corp.

    We represented CURO in its $690 million offering of 8.250% Senior Secured Notes due 2025. (2018)

  • Clovis Oncology, Inc.

    We represented Clovis Oncology in its $300 million offering of convertible senior notes. (2018)

  • Tronox Limited

    We represented Tronox Limited in an offering of $615 million 6.5% Senior Notes due 2026. (2018)

  • W. R. Berkley Corporation

    We represented W. R. Berkley Corporation in its $175 million hybrid bond offering of subordinated debentures. (2018)

  • Marsh & McLennan Companies, Inc.

    We represented the underwriters, led by joint book-running managers Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Barclays Capital Inc. and HSBC Securities (USA) Inc., in Marsh & McLennan Companies’ $600 million offering of senior notes. (2018)

  • Lennar Corporation

    We represented Lennar as issuer in its offering of $300 million of 2.95% Senior Notes due 2020 and $900 million of 4.75% Senior Notes due 2027. (2017)

  • Tronox Limited

    We represented Tronox Limited in an offering of $450 million 5.75% Senior Notes due 2025, together with the closing of new credit facilities. (2017)

  • RenaissanceRe

    We represented RenaissanceRe Holdings Ltd.in the underwritten public offering by its subsidiary, RenaissanceRe Finance Inc., of $300 million aggregate principal amount of 3.450% Senior Notes due 2027. (2017)

  • Lennar Corporation

    We represented Lennar as issuer in its offering of $650 million aggregate principal amount of its 4.50% Senior Notes due 2024. (2017)

  • 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)

  • 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)

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