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Our lawyers provide innovative and practical counsel on a wide variety of capital raising and securities law compliance matters. We represent clients ranging from emerging private companies to established public companies. With each, we build long-term relationships, generating efficiencies and helping them realize their business goals.

Representative Engagements

Equity

Initial Public Offerings

  • Alignment Healthcare Inc., a mission-based Medicare Advantage insurance company and portfolio company of General Atlantic LLC, in its initial public offering of $549.3 million of common stock, lead managed by Goldman Sachs & Co. LLC, Morgan Stanley and J.P. Morgan.
  • Auction Technology Group plc, a U.K.-based marketplace and proprietary auction platform technology company, in its initial public offering of $420 million of ordinary shares, lead managed by J.P. Morgan Securities plc and Numis Securities Limited.
  • Driven Brands, Inc., a North Carolina-based automotive services company in its initial public offering of $700 million of common stock, lead managed by Morgan Stanley & Co. LLC, BofA Securities and Goldman Sachs & Co. LLC.
  • The Government of Canada in the sale of its 100% interest in the Canadian National Railway Company, through a global Cdn. $2.2 billion initial public offering.
  • Houghton Mifflin Harcourt, a leading provider of education solutions, in its $252 million initial public offering of common shares, lead managed by Goldman Sachs, Morgan Stanley, Citigroup, Credit Suisse and Wells Fargo.
  • Intelsat, S.A., the world's leading provider of satellite services, in its $400 million initial public offering of common shares and in its $172.5 million offering of 5.75% Series A mandatory convertible junior nonvoting preferred shares, lead managed by Morgan Stanley, Goldman Sachs and J.P. Morgan.
  • J. Jill Inc., a leading multichannel fashion retailer of women's apparel, accessories and footwear, in its initial public offering of $152 million of common shares, lead managed by BofA Merrill Lynch, Morgan Stanley and Jefferies.
  • Latham Group Inc., a designer, manufacturer and marketer of in-ground residential swimming pools in North America, Australia and New Zealand, in its initial public offering of $437 million of common stock, lead managed by Barclays and Bank of America Securities.
  • NCL Corporation Ltd., a leading global cruise line operator, in its $514 million initial public offering of common shares, lead managed by a major investment bank and UBS.
  • Performance Sports Group (formerly Bauer Performance Sports Ltd.) in its $126.5 million initial public offering of common shares, lead managed by Morgan Stanley, BofA Merrill Lynch and RBC.
  • Ply Gem Holdings, Inc., a leader in the building products industry, in its $381 million initial public offering of common shares, lead managed by J.P. Morgan, Credit Suisse and Goldman Sachs.
  • Rackspace Technology, Inc., a leading end-to-end multicloud technology services company of funds managed by affiliates of Apollo Global Management, Inc., in its initial public offering of approximately $700 million of common stock, lead managed by Goldman Sachs, Citigroup and J.P. Morgan.
  • Rocket Companies, Inc., a real estate, mortgage and financial services company, in its initial public offering of $2 billion of common stock, lead managed by Goldman Sachs & Co., Morgan Stanley, Credit Suisse, J.P. Morgan and RBC Capital Markets.
  • Score Media and Gaming Inc. (theScore), a Canadian digital media and sports betting company, in its initial public offering of $186 million of Class A Subordinate Voting Shares, lead managed by Morgan Stanley, Credit Suisse, Canaccord Genuity and Macquarie Capital.
  • Sun Country Airlines Holdings, Inc., a Minnesota-based hybrid low-cost air carrier, in its initial public offering of $250.9 of common stock, lead managed by Barclays, Morgan Stanley and Deutsche Bank Securities.
  • Taylor Morrison Home Corporation, a leading North American home builder and developer, in its $722 million initial public offering of Class A common shares, lead managed by Credit Suisse, Citigroup, Deutsche Bank, Goldman Sachs, J.P. Morgan and Zelman Partners.
  • The Watches of Switzerland Group Limited, a UK-based retailer of jewelry and watches, in its initial public offering of £220 million of ordinary shares, lead managed by Barclays and Goldman Sachs.
  • Wanda Sports Group Company Limited, a China-based global sports events, media and marketing platform, in its initial public offering of $190.4 million of American Depositary Shares, lead managed by Morgan Stanley, Deutsche Bank and Citigroup.
  • Virtu Financial Inc., a leading technology-enabled market maker and liquidity provider to the global financial markets, in its $336 million initial public offering of common shares, lead managed by Goldman, Sachs, J.P. Morgan and Sandler O'Neil.
  • vTv Therapeutics Inc., a clinical-stage biopharmaceutical company, in its $117 million initial public offering of Class A common shares, lead managed by Piper Jaffray and Stifel.
  • Citigroup and BofA Merrill Lynch as lead underwriters in the $380 initial public offering of common shares of AMC Entertainment Holdings, a leading theatrical exhibition company.
  • Citigroup, Deutsche Bank and a major Canadian investment bank as lead underwriters in the $134.6 million initial public offering by AquaVenture Holdings, LLC, a provider of clean drinking and process water through Point-of-Use water filtration systems and desalination and wastewater treatment solutions.
  • BMO, Goldman Sachs and CIBC as lead underwriters in the $172.5 million initial public offering of common shares by CPI Card Group Inc., a Colorado-based company that is a leading provider of comprehensive financial payment card solutions in North America.
  • Morgan Stanley, Credit Suisse and RBC as lead underwriters in the $131 million initial public offerings of common shares by Shopify, Inc., a Canadian cloud-based commerce platform for small and medium-sized businesses.
  • J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as lead bookrunners in the initial public offering of $1.064 billion of subordinate voting shares by TELUS International (Cda) Inc., a digital customer experience innovator that designs, builds and delivers next-generation solutions for global and disruptive brands.

SPACs

  • Altimar Acquisition Corp. II in its initial public offering of $345 million of units, lead managed by Goldman Sachs & Co. and J.P. Morgan and Altimar Acquisition Corp. III in its initial public offering of $155.25 million of units, lead managed by Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC.
  • Apollo Strategic Growth Capital in its initial public offering of $816 million of units, lead managed by Citigroup and Apollo Strategic Growth Capital II in its $690 million offering of units, lead managed by Deutsche Bank Securities Inc.
  • Churchill Capital Corp., a technology and software-focused special purpose acquisition company, in its initial public offering of $690 million of units, lead managed by Citigroup, Churchill Capital Corp. II in its initial public offering of $690 million of units, lead managed by Citigroup, Churchill Capital Corp. III in its initial public offering of $1.1 billion units, lead managed by Citigroup and Goldman Sachs, Churchill Capital Corp. IV in its initial public offering of $2.07 billion of units, lead managed by Citigroup, Goldman Sachs, and J.P. Morgan, Churchill Capital Corp. V in its initial public offering of $500 million of units, lead managed by Citigroup and Churchill Capital Corp. VI in its initial public offering of $480 million of units, lead managed by J.P. Morgan, Citigroup, Goldman Sachs & Co. and Bank of America Securities.
  • G&P Acquisition Corp. in its initial public offering of $175 million of units, managed by BMO Capital Markets.
  • North Mountain Merger Corp. in its initial public offering of $132 million of units, lead managed by Citigroup.
  • Osiris Acquisition Corp., a special purpose acquisition company sponsored by an affiliate of Fortinbras Enterprises, in its initial public offering of $230 million of units, lead managed by Jefferies LLC.
  • Pine Technology Acquisition Corp. in its initial public offering of $345 million of units, lead managed by Cantor Fitzgerald & Co. and Odeon Capital Group, LLC.
  • South Mountain Merger Corp. in its initial public offering of $250 million of units, lead managed by Citigroup.
  • Simon Property Group Acquisition Holdings, Inc. in its initial public offering of $345 million of units, lead managed by Goldman Sachs & Co.
  • Deutsche Bank Securities Inc. as underwriter in the $200 million offering of units by TB SA Acquisition Corp, a special purpose acquisition company.
  • Credit Suisse as underwriter in the initial public offerings of:
    • $300 million of units by ESM Acquisition Corporation;
    • $258 million of units by Crucible Acquisition Corporation;
    • $414 million of units by Orion Acquisition Corp.; and
    • $230 million of units by Trepont Acquisition Corp I.

Debt

High Yield

  • ADT Inc., a leading provider of security, automation, and smart home solutions and a portfolio company of funds affiliated with Apollo Global Management, Inc., in its Rule 144A offering of $1.3 billion of 6.250% second-priority senior secured notes due 2028, lead managed by Barclays.
  • AMN Healthcare, Inc., a California-based healthcare workforce solutions and staffing services company, in its offering of $350 million of 4.000% senior notes due 2029, lead managed by Truist Securities, BofA Securities, J.P. Morgan and Goldman Sachs & Co. LLC.
  • Cable & Wireless Communications plc, a UK-based telecommunications services provider, in numerous offerings of high yield debt, including its offering of $750 million of 6.875% senior notes due 2022, lead managed by J.P. Morgan, BNP Paribas, RBC and Scotiabank.
  • Cengage Learning Solutions, a leading global provider of content and digital learning solutions, in its offering of $620 million of 9.5% notes due 2024.
  • Cenovus Energy Inc., a Canadian integrated oil and natural gas company, in its:
    • offering of $1 billion of 5.375% notes due 2025, lead managed by BofA Securities, BMO Capital Markets and Scotiabank; and
    • offering of $1.2 billion of 4.25% senior notes due 2027, $700 million of 5.25% senior notes due 2037 and $1 billion of 5.40% senior notes due 2047, lead managed by Barclays, Credit Suisse, J.P. Morgan, BofA Merrill Lynch, MUFG and RBC.
  • Dana Inc., an automotive technology company, in its:
    • offering of $400 million of 5.625% senior notes due 2028 and $100 million of 5.325% senior notes due 2027; and 
    • offering by its subsidiary Dana Financing Luxembourg S.à r.l. of $400 million of 5.750% senior notes due 2025, lead managed by Citigroup, J.P. Morgan, Goldman Sachs, BofA Merrill Lynch, Barclays, UBS and RBC.
  • Garrett Motion Inc. in its offering of €350 million of 5.125% senior notes due 2026, lead managed by Goldman Sachs, J.P. Morgan, Citigroup, and Deutsche Bank.
  • HRG Group, Inc., a diversified holding company, in numerous offering of high yield debt, including its offering of $160 million of 7.875% notes due 2019, lead managed by Credit Suisse, Deutsche Bank and Jefferies.
  • Hunt Companies, Inc., a holding company that invests in businesses focused in the real estate and infrastructure markets, in its offering of:
    • $635 million of 5.250% Senior Secured Notes due 2029, lead managed by Jefferies LLC and J.P. Morgan Securities LLC; and
    • $600 million of 6.25% senior notes due 2026, lead managed by Jefferies, Credit Suisse, J.P. Morgan and Hunt Financial Securities.
  • Intelsat Jackson Holdings S.A., a wholly-owned subsidiary of Intelsat S.A., the world’s leading provider of satellite services, in its offering of $1.25 billion of 8% senior secured notes due 2024, lead managed by Goldman Sachs and Guggenheim Securities.
  • Jupiter Resources, an independent exploration and production company focused on the acquisitions, development and production of unconventional liquids-rich natural gas in Western Canada, in its offering of $1.1 billion of 8.50% senior notes due 2022, lead managed by Credit Suisse.
  • McGraw-Hill Education, a leading global provider of education materials and learning solutions and portfolio company of funds affiliated with Apollo Global Management, in numerous offerings of high yield debt, including in its offering of $400 million of 7.875% notes due 2024, lead managed by Credit Suisse, Morgan Stanley, BMO, Barclays, Goldman, Sachs, Jefferies, RBC and Wells Fargo.
  • Ply Gem Industries, a leader in the building products industry, in numerous offerings of high yield debt, including its offering of $150 million of 6.50% notes due 2022, lead managed by Credit Suisse.
  • Prime Security Services Borrower LLC and Prime Finance Inc. (“Protection 1”), portfolio companies of funds affiliated with Apollo Global Management LLC, in their offering of $3.14 billion of 9.25% notes due 2023, lead managed by Deutsche Bank, Barclays, Citibank and RBC.
  • Rackspace Technology Global, Inc., a subsidiary of Rackspace Technology, Inc., a leading end-to-end multicloud technology services company, in its:
    • offering of $550 million in aggregate principal amount of 3.5% First-Priority Senior Secured Notes due 2028, lead managed by Citi, Barclays, BMO, MUFG, JPM, GS, Mizuho, RBC, CS, DB and HSBC; and
    • offering of $550 million in aggregate principal amount of 5.375% senior notes due 2028, lead managed by Citi.
  • RegionalCare Hospital Partners, a provider of healthcare services and a portfolio company of funds affiliated with Apollo Global Management LLC, in its offering of $800 million of 8.25% notes due 2023 and $350 million of 11.25% notes due 2025, lead managed by Barclays, RBC, Deutsche Bank, Credit Suisse and UBS.
  • Resolute Forest Products Inc., a leading North American forest products company listed on both the NYSE and the TSX, in its offering of $300 million of 4.875% Senior Unsecured Notes due 2026, lead managed by Bank of America Corporation, BMO and Wells Fargo & Co., in order to refinance its existing 5.875% Senior Unsecured Notes due 2023.
  • Rocket Companies, Inc., a Detroit-based real estate, mortgage and financial services company, in its offering of an aggregate of $2 billion of senior notes, consisting of $750 million aggregate principal amount of 3.625% senior notes due 2029 and $1.25 billion aggregate principal amount of 3.875% senior notes due 2031, lead managed by J.P. Morgan, Morgan Stanley, Barclays, BofA Securities, Citigroup, Credit Suisse, RBC Capital Markets and UBS Investment Bank.
  • SeaWorld Parks & Entertainment, a Florida-based theme park and entertainment company, in its:
    • offering of $500 million of 9.5% second-priority senior secured notes due 2025, lead managed by JP Morgan; and
    • offering of $227.5 million of 8.75% first-lien senior secured notes due 2025, lead managed by JP Morgan. 
  • Spectrum Brands, Inc., a Wisconsin-based consumer products company, in its offerings of high yield debt including:
    • $300 million of 5.50% senior notes due 2030, lead managed by Bank of America, Barclays, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan chase, Mizuho Financial, Regal Beloit and Wells Fargo; and 
    • $1 billion 5.750% senior notes due 2025, lead managed by Credit Suisse, Deutsche Bank and Jefferies.
  • Taylor Morrison Home Corporation in numerous offerings, including its:
    • $500 million of 5.125% senior notes due 2030, by its wholly owned subsidiary, Taylor Morrison Communities, Inc. Citigroup Global Markets, Inc. acted as representative of the several initial purchasers of the notes; and 
    • $450 million of 5.75% senior notes due 2028, lead managed by Goldman Sachs. 
  • The Fresh Market, a growing specialty grocery retailer and a portfolio company of funds affiliated with Apollo Global Management LLC, in its offering of $800 million of 9.75% notes due 2023, lead managed by Barclays, RBC and Jefferies.
  • Verso Corporation, a coated paper producer and a portfolio company of Apollo Global Management, in numerous offerings of high yield debt, including the offering by its subsidiaries of $650 million of 11.75% notes due 2019, in connection with Verso's $1.4 billion acquisition of NewPage Holdings.
  • WaveDivision Holdings, a provider of video, Internet and phone services, in numerous offerings of high yield debt, including its offering of $125 million of senior notes due 2020, lead managed by Deutsche Bank, Wells Fargo, RBC and Suntrust.
  • Yamana Gold Inc., a Canadian gold producer, in its offering of $300 million of 4.625% senior notes due 2027, lead managed by Citigroup, Credit Suisse, RBC, Barclays, BofA Merrill Lynch and CIBC.

Investment Grade

  • Canadian Pacific Railway Company, a Canadian railway company, in numerous offerings of investment grade debt, including its offering of $300 million of 4.80% notes due 2035 and $900 million of 6.125% notes due 2115, lead managed by Morgan Stanley, J.P. Morgan, BofA Merrill Lynch and RBC.
  • Carnival Corporation & plc, the world’s largest cruise ship operator, in numerous offerings of investment grade debt, including its offering of $500 million of 1.20% senior notes due 2016, lead managed by BofA Merrill Lynch, Goldman Sachs and HSBC.
  • CDK Global, Inc., an Illinois-based provider of integrated information technology and digital marketing solutions to the automotive retail and adjacent industries, in its offering of $500 million of 5.25% senior notes due 2029, lead managed by Wells Fargo.
  • Ralph Lauren Corporation, a global leader in the design, marketing and distribution of premium lifestyle products, including its offering of:
    • an aggregate of $1.25 billion of senior notes, consisting of $500 million aggregate principal amount of 1.700% senior notes due 2022 and $750 million aggregate principal amount of 2.950% senior notes due 2030, lead managed by BofA Securities, J.P. Morgan Securities, Deutsche Bank Securities, ING Financial Markets and SMBC Nikko Securities America; and 
    • $400 million of 3.75% senior notes due 2025, lead managed by BofA Merrill Lynch and J.P. Morgan.
  • Suncor Energy Inc., a Canadian integrated energy company, in its offering of:
    • $450 million of 2.800% notes due 2023 and $550 million of its 3.100% notes due 2025. J.P. Morgan, RBC Capital Markets and Morgan Stanley acted as joint book-running managers in the offering; and
    • $750 million of 4.00% notes due 2047, lead managed by Citigroup, HSBC and Mizuho.
  • Swiss Reinsurance Company, in numerous offering of debt, including its refinancing of hybrid debt including the offering of €750 million of perpetual subordinated notes through a repackaging vehicle.
  • Telus Corporation, Canada’s fastest-growing national telecommunications company, in numerous offerings of investment grade debt, including its offering of $500 million of 4.30% notes due 2049, lead managed by BofA Merrill Lynch, RBC, TD and Wells Fargo.
  • Time Warner Cable Inc., a U.S. cable company, in numerous offerings of investment grade debt, including its $1.9 billion offering of $700 million of 4.125% notes due 2021 and $1.2 billion of 5.875% debentures due 2040, with BNP Paribas, Citigroup, Morgan Stanley and RBS.
  • The Province of Alberta in numerous offerings of investment grade debt, including:
    • $2.245 billion of 1.00% bonds due 2025, lead managed by BMO Capital Markets, J.P. Morgan Securities, Scotia Capital and TD Securities;
    • $2 billion of 1.3% bonds due 2030, lead managed by Barclays Bank, CIBC World Markets, RBC Capital Markets and TD Securities (USA); and
    • $1.75 billion of 2.95% bonds due 2024, lead managed by CIBC, J.P. Morgan, RBC and TD. 
  • A major investment bank and Deutsche Bank as lead underwriters in a £750 million offering of 4.375% notes due 2029 by DIRECTV Holdings LLC and DIRECTV Financing Co., Inc., subsidiaries of DIRECTV.
  • The lead underwriters in numerous offerings of investment grade debt by Enbridge Inc., a Canadian oil and gas pipeline company, including the offering of $700 million of floating rate senior notes due 2020, lead managed by BofA Merrill Lynch.
  • J.P. Morgan, Barclays, BofA Merrill Lynch and Goldman Sachs as lead underwriters in the U.S. public offering of $750 million of 4.40% senior notes due 2029 by Husky Energy Inc., a Canadian integrated energy company.
  • Citigroup, J.P. Morgan and Morgan Stanley as lead underwriters in the offering of $750 million of 4.061% notes due 2032 by Manulife Financial Corporation, a Canada-based financial services group.
  • The lead underwriters in numerous offerings of investment grade debt by TransCanada, a Canadian natural gas, oil and energy company, including its offering of $1.1 billion of fixed to floating rate junior trust notes due 2079, lead managed by J.P. Morgan, Citigroup and Deutsche Bank.

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