ProfessionalsRaphael M. Russo
A partner in the Corporate Department, Raphael (Ray) M. Russo focuses on capital markets and corporate finance as well as the representation of public companies and 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 Chambers USA and 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 trading and monetization strategies 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 debt offerings of $500 million and $750 million
- Signature Bank in connection with its IPO in 2003, subsequent equity and subordinated debt offerings; its participation in the U.S. Treasury’s TARP Capital Purchase Program; and most recently, in its equity offerings of $739 million, $600 million and $580 million
- Initial public offerings for Churchill Capital Corp. ($690 million); Churchill Capital Corp. II ($690 million); Churchill Capital Corp. III ($1.1 billion); Churchill Capital Corp. IV ($2 billion); Churchill Capital Corp. V ($500 million); Churchill Capital Corp. VI ($480 million); Churchill Capital Corp. in its business combination with Clarivate Analytics plc; and Churchill Capital Corp. II in its business combination with Skillsoft and Global Knowledge Training
- Initial public offerings for Altimar Acquisition Corporation II ($345 million); Altimar Acquisition Corporation III ($155.25 million); Altimar Acquisition Corporation in its business combination with Owl Rock Capital and Dyal Capital Partners; and Altimar Acquisition Corporation II in its $1.5 billion combination with Fathom Digital Manufacturing Corporation
- 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
- Jill in its initial public offering of $152 million of common shares
- Mosaic Acquisition Corp. in its initial public offering of $345 million of units and its business combination with Vivint Smart Home, a smart home services provider
- David Geffen and The David Geffen Foundation in private equity and private fund investments
- Apollo Strategic Growth Capital in its initial public offering of $816 million of units and Apollo Strategic Growth Capital II in its initial public offering of $690 million of units
- Spectrum Brands Holdings in connection with Rule 144A offerings of senior secured notes totaling over $3.5 billion and a public offering of 7,469,812 shares of common stock for an aggregate offering amount of $209 million
- South Mountain Merger Corp. in its initial public offering of $225 million of units and in its $1.3 billion combination with Billtrust; and North Mountain Merger Corp. in its initial public offering of $132 million of units and in its business combination with Corcentric
- Intelsat in its IPO and Rule 144A and Regulation S bond offerings of over $8.0 billion on behalf of its subsidiaries
- Fortress Investment Group principals in connection with the $3.3 billion sale of Fortress to SoftBank Group
- David Geffen, Jeffrey Katzenberg, and Steven Spielberg in connection with the IPO of DreamWorks Animation
- HRG Group (formerly Harbinger Group Inc.) in connection with Rule 144A and Regulation S senior note offerings totaling over $1.5 billion
- Tekni-Plex in connection with a Rule 144A and Regulation S offering of $485 million of senior secured notes
- JW Aluminum Company in connection with a Rule 144A and Regulation S offering of $200 million of senior secured notes and out-of-court recapitalization
- Checkers Drive-In Restaurant in connection with a Rule 144A and Regulation S offering of $185 million of senior secured notes
- Cleaver Brooks in connection with a Rule 144A offering of $185 million of senior notes
- Initial public offerings for Andretti Acquisition Corp. ($230 million); C5 Acquisition Corporation ($287.5 million); G&P Acquisition Corp. ($175 million); Hunt Companies Acquisition Corp I ($230 million); KnightSwan Acquisition Corporation ($230 million); Monument Circle Acquisition Corp. ($250 million); Simon Property Group Acquisition ($345 million); Trajectory Alpha Acquisition Corp. ($172.5 million); and Waverley Capital Acquisition Corp. 1 ($215 million)
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.