Capital Markets & Securities

Our roots are in entrepreneurial representations that demand flexibility, creativity and practicality. We develop long-term relationships with our clients – often providing counsel while they are still privately owned and then advising them through the IPO process and subsequent financing transactions. Through these relationships, we seek to obtain a deep understanding of each client’s business and then to tailor our advice to the particular needs of that client.

Jump to:  Why Paul, Weiss? | Our Practice | Clients | Industries | Recognitions | Representative Engagements

Why Paul, Weiss?

In our practice, we place a premium on responsiveness, efficiency and practicality. We have extensive experience handling the most complex capital markets transactions and advising clients on corporate governance and regulatory matters. The experience and judgment of our lawyers frequently yields increased business efficiencies for our clients.

We have an international capital markets practice with experience across all major industries. Our New York lawyers work closely with their Paul, Weiss colleagues in Toronto, London, Tokyo and Hong Kong in representing clients in cross-border securities transactions around the globe.

» Top 

Our Practice

We represent U.S. and non-U.S. issuers and underwriters in connection with U.S. and global offerings of securities and stock exchange listings. We routinely handle equity, debt and hybrid securities offerings and the full range of registered public offerings, Rule 144A offerings, Regulation S offerings and private placements. We frequently represent major private equity firms and their portfolio companies in connection with acquisition financings, initial public offerings and subsequent financings.

We also represent issuers and their boards of directors with respect to reporting and other obligations under the U.S. securities laws and corporate governance and regulatory matters. Our lawyers have extensive experience with the governmental agencies and self-regulatory organizations that regulate our clients, and our team includes a former counsel to the Chairman of the SEC and a former Vice Chancellor of the Delaware Court of Chancery.

» Top

Clients

Our model is to serve as advisers to businesses. Developing long-term client relationships is of paramount importance to our practice. Some of our representations have included work on behalf of:

AbitibiBowater AMC Entertainment Automatic Data Processing Barrick Gold Corporation Caisse de dépôt et placement du Québec Canadian Pacific Railway Carnival Corporation & plc Caesars Entertainment Chubb Corporation Dana Holding Corporation Government of Canada Las Vegas Sands Encana Corporation Banks we work with include:	Fairfax Financial Holdings Ivanhoe Mines Mitsubishi UFJ Financial Group NEC Ply Gem Holdings Ralph Lauren Corporation Spectrum Brands Suncor Energy Swiss Reinsurance Company Teck Resources Time Warner Cable U.S. Department of Treasury The Wendy’s Company
Bank of America Merrill Lynch BMO Capital Markets Citigroup Global Markets Credit Suisse Gleacher & Company J.P. Morgan Sponsors we work with include:	Morgan Stanley Perella Weinberg RBC Capital Markets Sandler O’Neill Stephens UBS
The Carlyle Group CI Capital Partners Diamond Castle Holdings General Atlantic Harbinger Capital Partners Kohlberg & Co.	MacAndrews & Forbes Oak Hill Capital Partners Oaktree Capital Management Perseus Capital TowerBrook Capital Partners Wellspring Capital Management

» Top

Industries

We regularly represent U.S. and non-U.S. companies across a variety of industries. The scope of our experience has included work in the following sectors:

Asset management Financial services Financial sponsors Health care and pharmaceuticals Hospitality and gaming Infrastructure and renewable energy Industrials and manufacturing

Media and entertainment Metals and mining Oil and gas Private equity Professional services Technology and telecommunication

» Top 

Recognitions

The Capital Markets and Securities Practice Group has been the recipient of many awards and acknowledgements. Recent honors have included:

• Chambers USA
  • Leading Firm – “(National) Capital Markets: Debt & Equity” (2009-2011)
  • Two recognized practitioners – “(National) Capital Markets: Debt and Equity” (2009-2011)
  • Two recognized practitioners – “(National) Capital Markets: Securitization” (2009-2011)
  • Leading Firm – “(National) Capital Markets: Securitization” (2009)
• Chambers Global
  • Leading Firm – “(Japan) Capital Markets International (U.S. Law)” (2011)
• Legal 500
  • Leading Firm – “Capital Markets: Debt Offerings – advice to issuers” and “Capital Markets: Equity Offerings – advice to issuers” (2009-2011)
  • Leading Firm – “Capital Markets: High-Yield Offerings – advice to issuers” (2011)
  • Leading Firm – “(Japan) Capital Markets: International Firms and Joint Ventures” (2011)
• Asian Legal Business Japan Law
  • “Debt Market Deal of the Year” – Bank of Tokyo – Mitsubishi UFJ (2011)
  • “Equity Market Deal of the Year” – Mitsubishi UFJ (2010)
  • “Debt Market Deal of the Year” – Mitsubishi UFJ (2007)
• FinanceAsia
  • “Best Secondary Equity Offering of the Year” – Mitsubishi UFJ (2009)
• The American Lawyer
  • “Canadian Big Deals”
    • Ivanhoe Mines Ltd. (2011)
    • Caisse de dèpôt et placement du Quèbec (2010)

» Top 

Representative Engagements

Our recent representations have included:

AbitibiBowater Inc., one of the world's largest producers of newsprint and commercial printing papers, in a Rule 144A offering of $850 million of high yield secured notes in which J.P. Morgan acted as lead initial purchaser. (October 2010)

Caisse de dépôt et placement du Québec, a Canadian pension plan manager, in a Rule 144A offering of $5 billion of notes in what was effectively its initial public offering. The deal was the largest non-governmental offering by any Canadian issuer in the United States to date. Goldman, Sachs & Co., Morgan Stanley, BofA Merrill Lynch and RBC Capital Markets served as the joint bookrunning managers for the offering. (November 2009)

Carnival plc in an at-the-market offering of $660 million of ordinary shares with Merrill Lynch International as underwriter. This was the first transaction of its kind in the U.K. (July 2009)

Cenovus Energy Inc., a Canadian oil company, in a Rule 144A and Regulation S offering of $3.5 billion of notes with Banc of America Securities, Barclays Capital and RBC Capital Markets as lead initial purchasers. (September 2009)

Credit Suisse Securities (USA) LLC as lead underwriter in a Rule 144A and Regulation S offering of $400 million of high yield notes by Precision Drilling Corporation, an oilfield services company. (July 2011)

Credit Suisse Securities (USA) LLC and RBC Capital Markets LLC as lead initial purchasers in a $900 million offering of high yield secured notes of Connacher Oil and Gas Limited, a Canadian oil and gas company. (May 2011)

Dana Holding Corporation, a leading supplier to the automotive industry, in a $750 million registered offering of high yield notes with Citi, Wells Fargo Securities, BofA Merrill Lynch, Barclays Capital, Deutsche Bank Securities, ING and UBS Investment Bank as joint bookrunners. (January 2011)

Duane Reade Holdings, Inc. in a Rule 144A and Regulation S offering by its wholly-owned subsidiaries, Duane Reade Inc. and Duane Reade, of $300 million of high yield secured notes with Goldman, Sachs & Co. and Banc of America Securities as initial purchasers. (August 2009)

Emdeon Inc., a leading provider of revenue and payment cycle management solutions for the U.S. healthcare system, in its $422 million initial public offering, lead managed by Morgan Stanley, Goldman, Sachs & Co., UBS Securities and Barclays Capital. (August 2009)

Foodcorp (Pty) Limited, a leading South African manufacturer of food and beverage products, in its €390 million offering of high yield secured notes with J.P. Morgan Securities and Barclays Capital as initial purchasers. The offering refinanced existing debt and was the first ever capital markets refinancing of high yield debt in South Africa. (March 2011)

Great Wolf Resorts, Inc. in a Rule 144A offering of $230 million of first mortgage notes, lead managed by Deutsche Bank Securities, BofA Merrill Lynch, Wells Fargo Securities and Credit Agricole CIB.(April 2010)

The Government of Canada in General Motors Company’s $23.4 billion primary and secondary initial public offering of common stock and convertible preferred stock. The IPO was the biggest in North American history. Morgan Stanley and J.P. Morgan acted as lead underwriters. (November 2010)

Harvest Operations Corp., a Canadian oil and natural gas company, in a Rule 144A offering of $500 million of high yield notes. The initial purchasers were led by Banc of America Securities and HSBC Securities (USA). (October 2010)

Interline Brands, Inc., a publicly listed distributor and direct marketer providing maintenance, repair and operations products, in its Rule 144A offering of $300 million of high yield notes. The initial purchasers were led by Barclays Capital and J.P. Morgan Securities. (November 2010)

Ivanhoe Mines Ltd., a Canadian mineral exploration and development company, in a $1.2 billion rights offering in the acquisition of a further equity stake in Ivanhoe by Rio Tinto, lead managed by Citigroup Global Markets. (December 2010)

Las Vegas Sands Corp., a leading global developer of destination properties, in a public offering of $1 billion of units, consisting of 10% preferred stock and warrants to purchase common stock, and $1.1 billion of common stock, lead managed by Goldman, Sachs & Co. (November 2008)

MEG Energy Corp., a Canadian oil sands company, in its Cdn.$700 million initial public offering in Canada and Rule 144A private placement in the U.S. The underwriting syndicate was led by Credit Suisse Securities (Canada), BMO Nesbitt Burns, Barclays Capital Canada and Morgan Stanley Canada. (August 2010)

Mitsubishi UFJ Financial Group, Inc., a Japan-based banking and financial services company, in a global offering of $12.1 billion of common stock with Morgan Stanley, Mitsubishi UFJ Securities, Nomura Securities and J.P. Morgan as managers. (December 2009)

Morgan Stanley & Co. LLC and RBC Dominion Securities Inc. as lead underwriters in a $306 million public offering of units in the U.S. and Canada by Sprott Physical Gold Trust, which holds substantially all of its assets in physical gold bullion and seeks to provide a secure, convenient and exchange-traded gold bullion investment alternative. (July 2011)

NEC Corporation in an offering of ¥107.5 billion (approximately $1.2 billion) of common stock with Daiwa Securities SMBC and Morgan Stanley as lead underwriters. (November 2009)

Polo Ralph Lauren Corporation in an $887 million underwritten public offering on behalf of its founder and controlling stockholder, Mr. Ralph Lauren, of common stock. J.P. Morgan and Goldman Sachs & Co. served as joint book-running managers for the public offering, and Deutsche Bank Securities and UBS Investment Bank served as co-managers. (June 2010)

Rock Gaming LLC, a developer of casinos in Cincinnati and Cleveland and a joint venture between Caesar's Entertainment Corporation and Rock Gaming, in a $380 million Rule 144A and Regulation S offering of high yield secured notes with Credit Suisse, Deutsche Bank Securities and Citadel Securities as initial purchasers. (August 2011)

Spectrum Brands, Inc., a global consumer products company, in a Rule 144A offering of $750 million of high yield secured notes, lead managed by Credit Suisse. (June 2010)

Swiss Reinsurance Company in a Rule 144A and Regulation S offering of Euro Medium-Term Notes up to $10 billion. The initial purchaser was J.P. Morgan. (March 2010)

Teck Resources Limited, Canada’s largest diversified mining company, in a public offering of $2 billion of notes with Citigroup Global Markets, J.P. Morgan Securities, Merrill Lynch, Pierce, Fenner & Smith, Goldman, Sachs & Co. and RBC Capital Markets as underwriters. (July 2011)

Time Warner Cable Inc. in a £625 million registered offering of notes in the U.K. with Barclays Bank PLC, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc and UBS Limited as joint book-running managers. (May 2011)

The U.S. Department of the Treasury in a public offering of $2.667 billion of Trust Preferred Securities (TRuPS) of Ally Financial Inc. (formerly GMAC Inc.). (March 2011)

Wendy's/Arby's Restaurants, LLC in a Rule 144A and Regulation S offering of $565 million of high yield notes with Credit Suisse Securities (USA), Banc of America Securities and Citigroup Global Markets as joint book-running managers. (June 2009)