Capital Markets & Securities

Capital Markets Activities Involving U.S. Issuers
Global and International Offerings
Ongoing Compliance and Corporate Governance
Investment Banking Clients
A Valuable Perspective
Recent Representative Transactions

Paul, Weiss has an extensive capital markets and securities practice. We regularly represent U.S. and non-U.S. issuers, underwriters, initial purchasers and placement agents 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 also advise issuers, officers, directors and shareholders with respect to their reporting and other obligations under U.S. securities laws. We represent corporate clients and financial advisers in connection with public merger and acquisition transactions and provide general representation of U.S. and non-U.S. broker-dealers, investment funds and investment advisers. A significant portion of our practice involves the representation, through our offices in New York, London, Hong Kong and Tokyo, of non-U.S. issuers in cross-border securities offerings.

Capital Markets Activities Involving U.S. Issuers

We regularly represent U.S. issuers and underwriters in U.S. capital markets transactions, including—

• initial public offerings
• other primary offerings and secondary offerings of securities
• rights offerings
• exchange and tender offers
• spin-off transactions
• private placements of securities
• investment grade debt offerings
• high-yield debt offerings
• PIPEs offerings
• offerings of convertible securities
• offerings of structured finance products.

Cross-Border Offerings

In the cross-border arena, we are regularly involved in—

• registered public offerings and stock exchange listings by non-U.S. issuers in the United States, including dual stock exchange listings
• representation of issuers, underwriters and placement agents in connection with offshore offerings under Regulation S, including Regulation S offerings of equity or debt undertaken concurrently with private offerings in the United States under Rule 144A
• representation of Canadian issuers and underwriters in cross-border offerings under the U.S.-Canadian Multi-Jurisdictional Disclosure System
• establishment of offshore investment funds and offerings of interests by such funds to U.S. and non-U.S. investors.

We also provide legal advice on a range of U.S. securities law issues arising from offshore capital markets activities including demergers, rights offerings, tender offers, exchange offers and stock repurchase programs.

Ongoing Compliance and Corporate Governance

As part of our ongoing corporate representations, we provide counsel to U.S. and non-U.S. companies on their SEC reporting obligations and other corporate governance matters. As part of our practice in this area, we—

• advise on the preparation of proxy statements for annual meetings as well as for special meetings, including those held to consider business combinations
• advise boards of directors and board committees on their obligations under SEC regulations and stock exchange rules
• advise boards of directors on director independence, corporate governance matters, conflicts of interest and related party transactions
• prepare or review internal corporate policies on general obligations of public companies, disclosure controls and procedures, corporate communications, corporate governance, securities trading, document retention, and dealing with financial analysts
• provide continuing education and training programs on U.S. securities laws and corporate governance matters for in-house counsel, senior executives and directors

We frequently advise officers, directors and significant shareholders of public companies in the United States and abroad concerning their obligations under U.S. securities laws and in the trading of securities of the companies with which they are affiliated.

Investment Banking Clients

For our investment banking clients, in addition to acting as counsel to underwriters, placement agents and financial advisors in merger and acquisition transactions, we render advice on a broad range of legal issues, including—

• the implications of market-making activities
• FINRA and SEC compliance
• the scope of permissible activities of research analysts and publication of research reports during offerings, business combinations and restricted periods
• syndicate issues.

We provide regular updates with respect to legal and regulatory developments affecting the services provided by investment banks to their clients.

A Valuable Perspective

Our model is to serve as advisors to businesses. We train our securities lawyers to develop long-term relationships with clients, by being sensitive to the needs of the business enterprise, not only in terms of deal execution but also in ensuring that issues relevant to a company’s ongoing business have been fully considered and anticipated. We do this based on the unique perspective gained from our vast experience representing entrepreneurs. We often provide counsel to companies while they are still privately owned, and then advise them through the IPO process and subsequent financing transactions.

Our lawyers are frequent contributors to business and finance publications and serve as panelists at programs on securities law and corporate finance topics. We provide our clients with frequent analyses of legal and regulatory developments, offering practical insight into the implications of such developments for all market participants.

Recent Representative Transactions

We have represented—

• 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. This was one of the most anticipated IPOs of 2009
• Time Warner Cable Inc. in connection with six different public and private offerings of an aggregate of $18.5 billion senior debt securities since April 2007
• The Chubb Corporation in connection with three offerings of an aggregate of $2.0 billion of debt securities and $1.0 billion of hybrid securities since March 2007
• Mitsubishi UFJ Financial Group, Inc., in connection with a global offering of up to $12 billion of common stock, with Morgan Stanley, Mitsubishi UFJ Securities, Nomura Securities and J.P. Morgan as managers. This deal was awarded the "Best Secondary Equity Offering" by FinanceAsia.
• WR Operating Partnership, L.L.L.P. and Great Wolf Finance Corp., subsidiaries of Great Wolf Resorts, Inc., as issuers in connection with their offering of $230 million of debt securities
• Teck Resources Limited in connection with a $4.2 billion high-yield debt offering, with J.P. Morgan Securities Inc. as the lead initial purchaser
• Duane Reade Holdings, Inc. — Duane Reade Inc. and Duane Reade — in the closing of a $300 million offering of senior secured notes, a private placement of $125 million of preferred stock and a related cash tender offer for existing debt using the proceeds of the financings
• Caisse de dépôt et placement du Québec, Canada's largest pension fund manager, in connection with a $5 billion debt offering in what was effectively its initial public offering, with Goldman, Sachs & Co., Morgan Stanley, BofA Merrill Lynch and RBC Capital Markets as the joint book-running managers. This deal was the largest offering by a non-governmental Canadian issuer in the U.S. to date
• NEC Corporation in an offering of 500 million shares of common stock for a total offering amount of ¥107.5 billion yen. The lead underwriters were Daiwa Securities SMBC and Morgan Stanley.
• Cenovus Energy Inc. in connection with a $3.5 billion debt offering, with Banc of America Securities LLC, Barclays Capital Inc. and RBC Capital Markets as lead initial purchasers
• Swiss Reinsurance Company in connection with its securities and capital markets activities at the corporate level, since 2000, including offerings of hybrid and mandatorily convertible securities in a variety of markets, equity rights issues, convertible debt offerings, its European Medium-Term Note programme, and various targeted issuances, including a CHF3.0 billion convertible perpetual capital instrument issued to Berkshire Hathaway in 2009.
• Wendy’s/Arby’s Restaurants, LLC, a wholly-owned subsidiary of Wendy’s/Arby’s Group, Inc., in connection with a $565 million senior note offering, with Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and Citigroup Global Markets Inc. as joint book-running managers
• Dana Holding Corporation in its offering of 34 million shares of common stock for gross proceeds of approximately $230 million.
• Carnival Corporation & plc in connection with the offering of up shares of Carnival Corporation common stock, to be issued from time to time in "At the Market" (ATM) transactions, with Merrill Lynch, Pierce, Fenner & Smith Incorporated acting as sales agent
• Las Vegas Sands Corp. in connection with public offerings of $1 billion of common stock and approximately $1 billion of units, consisting of 10% Series A cumulative perpetual preferred stock and warrants to purchase common stock, with Goldman, Sachs & Co. as the lead manager