Raphael M.
Russo

Raphael (Ray) M. Russo is a partner who focuses on capital markets and corporate finance as well as the representation of public companies and institutional investors.

As a member of the Capital Markets Group, Ray has represented issuers and underwriters in connection with initial public offerings, secondary offerings and Rule 144A debt offerings. His transaction experience includes offerings for both domestic and foreign issuers. He also regularly advises issuers and investors in connection with restructurings, recapitalizations and strategic transactions. Ray is recognized by The Legal 500 in capital markets.

As part of his domestic and international issuer practice, Ray advises public companies on a range of corporate governance and disclosure issues. He also helps senior management and significant shareholders of public companies implement liquidity and monetization strategies.

He represents financial institutions on transactional and regulatory matters and also provides advice on investments and securities trading to investment managers, foundations and family offices.

Ray has represented:

• Ralph Lauren Corporation in connection with senior note offerings totaling over $1.8 billion; a secondary public offering on behalf of its founder and controlling stockholder, Mr. Ralph Lauren, of $730 million of Class A common stock; and most recently in its offering of $1.25 billion of senior notes
• J. Jill in its initial public offering; and its majority holder, TowerBrook Capital Partners, as the selling stockholder in a follow-on and secondary offering of common stock
• World Wrestling Entertainment in connection with various matters including in its agreement with Endeavor Group Holdings to merge WWE with UFC to form a new publicly listed company with an enterprise value of $21.4 billion
• CIM Group in connection with the public company registration of the CIM Opportunity Zone Fund LP, with $1.75 billion in net assets invested in infrastructure and real estate
• D1 Capital Partners in its investment in Lineage Logistics, an innovator in temperature-controlled supply chain and logistics
• Robert Bosch GmbH in connection with the initial public offering of WeRide, an autonomous driving technology company
• An ad hoc group of New Fortress Energy noteholders, a liquefied natural gas company, in connection with two debt and equity transactions totaling $2.7 billion
• Comtech Telecommunications, a leading global provider of terrestrial and wireless network solutions, satellite and space communications technologies, and cloud native capabilities to commercial and government customers, in connection with preferred equity and debt refinancings of over $250 million
• Altimar Acquisition Corporation in its initial public offering and its combination with Owl Rock Capital Group and Dyal Capital Partners to form Blue Owl Capital, a stand-alone firm with over $45 billion in combined assets under management
• Angelo Gordon in its $2.7 billion sale to TPG
• Oak Hill Advisors in its $4.2 billion sale to T. Rowe Price
• North Sound Management in connection with its equity and debt investments in Inseego, a developer of broadband and fixed wireless access 4G and 5G network products
• David Geffen and The David Geffen Foundation in private equity and private fund investments
• Carnival Corporation & plc in its Rule 144A offering of $4 billion principal amount of first-priority senior secured notes, its Rule 144A offering of $2.0125 billion principal amount of convertible senior notes and its registered offering of $575 million of its common stock
• Intelsat in its IPO and Rule 144A and Regulation S bond offerings of over $8.0 billion on behalf of its subsidiaries
• Spectrum Brands Holdings in connection with Rule 144A offerings of senior secured notes totaling over $3.5 billion and a $200 million public offering of common stock
• David Geffen, Jeffrey Katzenberg, and Steven Spielberg in connection with the spin-off of DreamWorks SKG's animation unit, through an $812 million initial public offering, into a public company called DreamWorks Animation SKG
• Signature Bank, a commercial bank, in connection with its IPO, subsequent equity and subordinated debt offerings and its participation in the U.S. Treasury’s TARP Capital Purchase Program
• HRG Group (formerly Harbinger Group Inc.) in connection with Rule 144A and Regulation S senior note offerings totaling over $1.5 billion
• Apollo Strategic Growth Capital in its initial public offering and its business combination with American Express Global Business Travel
• Altimar Acquisition Corporation II in its initial public offering and its combination with Fathom Digital Manufacturing Corporation, an on-demand digital manufacturing services company
• Churchill Capital Corp. in its initial public offering and its business combination with Clarivate Analytics, a provider of intellectual property and scientific information, decision support tools and services; Churchill Capital Corp. II in its initial public offering and its in its combined acquisition of Software Luxembourg Holding S.A. (Skillsoft) and Global Knowledge Training, from funds affiliated with Rhône Capital, to create a digital learning company; and initial public offerings for Churchill Capital Corp. III, which has combined with MultiPlan, a health care data analytics firm, and Churchill Capital Corp. IV, which has combined with Lucid Group, a manufacturer of electric vehicles
• Andretti Acquisition Corp. in its initial public offering and its business combination with Zapata Computing Holdings, an industrial generative AI and quantum software company
• Trine Acquisition Corp. and global credit investment firm HPS Investment Partners, in its combination with Desktop Metal, a 3D printing technology company
• South Mountain Merger Corp. in its initial public offering and in its $1.3 billion combination with Billtrust, a provider of accounts receivable solutions that simplify and automate B2B commerce; and North Mountain Merger Corp. in its initial public offering and its business combination with Corcentric, a provider of payments, accounts payable, and accounts receivable technology
• Mosaic Acquisition Corp. in its initial public offering and in its merger with Vivint Smart Home, a smart home technology company
• M3-Brigade Acquisition V in its $287.5 million initial public offering

Ray is a member of the New York City Bar Association and has served as a member of its Securities Regulation Committee and Financial Reporting Committee. He is also a member of the Practising Law Institute’s Corporate and Securities Law Advisory Committee. He served for 15 years as a trustee for the American Red Cross in Greater New York, where he was also a member of the Executive Committee, and was Chair of the Executive Committee of the Alumni of Amherst College.