Hughes Hubbard has long been recognized as an innovator in capital markets transactions from our work on the recapitalization and initial public offering of The Ford Motor Company in 1956 through cutting-edge offerings of all varieties today. We offer full-service capabilities and represent clients in a wide array of capital markets transactions. Our securities and capital markets practice covers all aspects of the capital formation process. We represent issuers and underwriters in registered and unregistered securities transactions, including initial public offerings, securities transactions by foreign issuers, and issuance of investment grade and high yield debt. Over the last few years, the Securities and Capital Markets Practice has been issuer’s or underwriter’s lead counsel in securities offerings involving in excess of $15 billion.
In addition to providing a full range of capital markets advice and services, our securities lawyers assist clients in all matters arising under the U.S. federal and state securities laws. We have navigated the complex securities regulatory regime since the passage of the Securities Act of 1933 and the Securities Exchange Act of 1934. We remain abreast of all developments in this rapidly changing landscape of corporate governance, SEC, FINRA, stock exchange and other regulation and the securities offering process in general. Today our expertise encompasses Rule 144A, Regulation S, Regulation M, Regulation FD, Sarbanes-Oxley and the Securities Offering Reform of 2005. Our practice has evolved as the capital markets and securities laws have developed and diversified. We advise clients in connection with periodic disclosure for domestic and non-U.S. companies of all sizes. We offer corporate governance advice to boards of directors and their committees. We assist non-U.S. multinationals subject to U.S. regulatory standards with their U.S. securities law compliance requirements.
Our securities and capital markets practice is international in scope. Our U.S. practice based in New York and Los Angeles represents issuers and underwriters in the full range of securities offerings. Our Paris office focuses on European transactions and our Pacific Basin lawyers handle Asian transactions. Also, through our New York and Miami offices, we advise many Latin American companies and banks in connection with their U.S. securities offerings and securities exchange listings. Our lawyers have been active in Latin America for decades, notably on debt issues and the registration of American Depositary Receipt programs.
Attorneys in the securities and capital markets practice at Hughes Hubbard advise and represent issuers, underwriters, placement agents and institutional investors in all varieties of public and private financings. Our clients include leading U.S. and international corporations and the world’s largest financial institutions which retain our lawyers because of the creativity and insight we bring to securities transactions. We have long-standing relationships with some of the most prolific debt issuers in the world.
Our experience extends to all types and combinations of debt and equity instruments and encompasses financings of all sizes by U.S. and non-U.S. companies in markets worldwide. In a capital markets environment characterized by rapid change and innovation, our attorneys structure new securities and transactions for clients in response to specific needs. We have substantial experience in the most complex securities transactions that require highly creative and sophisticated advice. Our experience with the SEC provides clear insight into regulatory considerations in offerings of all types.
Our securities and capital markets expertise includes initial public offerings both in the U.S. and other countries around the world. We have handled offerings and post-offering representation of special purpose acquisition companies (SPACs) and have acted as counsel in numerous follow-up offerings, including in particular many private investments in public equity (PIPEs). We advise on private placements of debt and equity securities. Our lawyers advise U.S. and non-U.S. issuers and underwriters on the issuance of high yield debt, both SEC-registered and under Rule 144A/Regulation S. We represent highly leveraged companies and other corporate clients in transactions such as divestitures, financial restructurings and recapitalizations, which often include equity offerings, exchange offers, consent solicitations, cash and debt tender offers and spin-offs. Our expertise extends to structured products and hybrid securities such as putable/callable bonds, convertible debt, trust preferred securities and mandatorily exchangeable securities.
In addition to leading U.S. and international corporations and financial institutions, we represent registered mutual funds and other investment companies, including venture capital and hedge funds, broker/dealers and investment advisors, in capital raising, investment, compliance and regulatory matters. We represent private equity funds in connection with acquisition financing. We render assistance to banks, pension funds and other institutions in developing investment vehicles and strategies. We represent builder/developers, securities firms and others in partnership syndications and joint ventures. We advise on complex securities issues such as those involving derivatives and other market risk sensitive instruments.
Further, Hughes Hubbard’s securities and capital markets practice has developed considerable industry-specific experience in aviation, biotechnology, cable television, commercial banking, consumer products, energy, media and entertainment, financial services, gaming, high technology, health care, internet and e-commerce, pharmaceuticals, retail and telecommunications.
Selected matters from our securities and capital markets practice include:
- Representing major underwriters in initial public offerings of Blockbuster, Inc., Monday Ltd. (the management consulting unit of PricewaterhouseCoopers) and Mattress Firm, Inc.
- Representing Citigroup Global Markets Inc. and the other underwriters in the registered public resale by National Amusements, Inc. of 28,645,000 shares of common stock of CBS Corporation and 21,321,240 shares of common stock of Viacom Inc. The aggregate sale price of the offering was $910,587,058.
- Representing Patriarch Partners, a New York-based private equity fund, as a selling shareholder in the initial public offering of Xinhua Finance Media Limited, a China-based media corporation.
- Representing Octoplus, a Dutch biopharmaceutical company, on the U.S. aspects of its initial public offering in the Netherlands and concurrent U.S. private placement.
- Representing Cenveo, Inc., a commercial printing and paper products company, in the spin-off of Cenveo’s Supremex Income Fund by an initial public offering of units which trade on the Toronto Stock Exchange.
- Representing major underwriters including Banc of America Securities LLC, Merrill Lynch & Co., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., UBS Investment Bank, RBS Securities, Morgan Stanley, and Deutsche Bank Securities Inc. in billions of dollars of offerings of publicly traded debt securities issued by CBS Corporation.
- Representing major underwriters including Banc of America Securities LLC, Merrill Lynch & Co., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wells Fargo Securities, Deutsche Bank Securities Inc. and RBS Securities in billions of dollars of offerings of publicly traded debt securities issued by Viacom Inc.
- Representing major underwriters including Banc of America Securities LLC, Merrill Lynch & Co., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., and Salomon Smith Barney in offerings of billions of dollars of securities issued by Viacom Inc. pursuant to Rule 144A.
- Representing Carlos Casado S.A., an Argentine real estate, farming and agriculture company, in launching its over-the-counter American Depositary Receipts program.
- Representing Goldman Sachs as the lead underwriter in an equity offering by the foreign private issuer Amvescap plc.
- Representing Cenveo, Inc. in numerous offerings of high yield securities sold pursuant to Rule 144A and Regulation S. Banc of America Securities LLC, Merrill Lynch & Co., Morgan Stanley, RBS Securities and Lehman Brothers were the lead underwriters.
- Representing J.P. Morgan Securities Inc., CIBC World Markets and Banc of America Securities LLC in hundreds of millions of dollars of offerings of securities issued by Native American tribes pursuant to Rule 144A in connection with the development of gaming enterprises.
- Representing a major U.S. airline in billions of dollars of offerings of enhanced pass through certificates securitizing aircraft-related debt, several of which were named “Deal of the Year” by a leading aviation industry trade journal.
- Representing foreign private issuers such as EDEMSA (Empresa Distribuidora de Electricidad de Mendoza S.A.) of Argentina, Compagnie de Saint-Gobain of France and Companhia Vale do Rio Doce of Brazil in securities offerings pursuant to Rule 144A and/or Regulation S.
For more information on Hughes Hubbard’s Securities and Capital Markets practice or on the Firm’s overall capabilities, please contact .