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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

  • 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)

  • 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) 

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Debt Offerings

  • 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)

  • 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)

  • 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)

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