Securities And Capital Markets
“This team maintains a good reputation for its representation of underwriters and issuers on equity and debt offerings, and has notable expertise in high-yield debt financings."
—Chambers USA 2013
“A highly prolific practice, professional and solid."
—Chambers Asia Pacific 2013
In the Securities and Capital Markets arena, Paul Hastings’ attorneys regularly represent issuers and underwriters on equity and debt capital raisings, including public and private equity and debt financings, secured financings and distressed debt trading. Our U.S., European, Hong Kong, and Japanese qualified lawyers advise clients on a wide range of transactions under the laws of several jurisdictions and provide in-depth experience in emerging markets.
We represent issuers and underwriters in public and private offerings of equity securities, and have extensive experience in initial public offerings (IPOs) of varying sizes. These offerings regularly include listings on the NYSE, NASDAQ and/or a foreign exchange.
Hong Kong Depositary Receipts (HDRs)
Paul Hastings is a market leader in the area of HDR transactions. We represented J.P. Morgan, as the sole sponsor and the depositary bank, in the landmark secondary listing of HDRs of Brazil-based Vale S.A. on the Main Board of the Hong Kong Stock Exchange. This was the first ever listing of HDRs on the Hong Kong Stock Exchange and awarded Equity Deal of the Year 2011 by IFLR and was commended as one of the Most Innovative Corporate Law Deals in the Financial Times’ US Innovative Lawyers Report 2011. We also worked with J.P. Morgan on the second HDR listing of Japan-based SBI Holdings, and the third HDR listing of Coach, which was the first NYSE-listed U.S. domestic issuer.
Paul Hastings has unsurpassed experience in high-yield debt financings. We represent the nation’s major institutional investors in public offerings and private placements of senior and subordinated debt. Representative transactions range from straightforward private placements of senior debt, to complex, multi-tiered one-stop shopping transactions. Taking full advantage of our equity, debt and mezzanine financing capabilities, we have frequently structured senior and subordinated debt financings with warrants and other equity “kickers” and co-investment opportunities for senior lenders.
Our recent representations include the following:
Equity Capital Markets
- Piper Jaffray and Citigroup as joint book-running managers on the NYSE IPO of voxeljet AG, a leading German provider of high-speed 3D printers company.
- UBS, Morgan Stanley, Credit Suisse, CIMB, and other underwriters on the Philippine IPO of Travellers International Hotel Group, Inc., the developer and operator of Resorts World Manila, an integrated tourismresort in the Philippines.
- J.P. Morgan as the sole sponsor and the depositary bank in Coach, Inc.'s secondary listing of HDRs on the Main Board of the Hong Kong Stock Exchange by way of introduction. Coach is the first NYSE-listed U.S. domestic issuer to seek a listing in Hong Kong.
- Santander, Credit Suisse, and Evercore on Mexican REIT Fibra Uno’s US$1.75 billion follow-on equity offering on the Mexican Stock Exchange. This transaction was the largest equity offering from Latin America in 2013.
- Lala, Mexico’s largest dairy company, on its US$1.1 billion IPO on the Mexican Stock Exchange. This transaction was the largest IPO from Latin America in 2013.
- Brookfield Investment Management, a global investment manager, in the US$420 million IPO of Brookfield Mortgage Opportunity Income Fund. Wells Fargo Securities and UBS Securities served as underwriters.
- Haitong International, J.P. Morgan, Credit Suisse, Deutsche Bank, Citigroup and UBS, as joint global coordinators, and other underwriters including HSBC, Nomura, Standard Chartered and BOCOM International, on the US$1.68 billion global offering and Hong Kong IPO of H-shares of Haitong Securities Co. Ltd., the second largest securities firm in China by total assets, on the Main Board of the Hong Kong Stock Exchange.
Debt Capital Markets
- NuStar Logistics, L.P., a wholly owned operating subsidiary of NuStar Energy L.P., on its US$300 million public offering of 6.75% senior notes.
- WH Group (formerly, “Shuanghui International Holdings”), the owner of China’s largest publicly-traded meat processing enterprise, in entering into a facilities agreement with Bank of China Limited, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. (also known as Rabobank International), Credit Agricole Corporate and Investment Bank, DBS, Natixis, RBS, Standard Chartered Bank and ICBC Asia, in its approximately US$4 billion debt financing to fund its pending acquisition of Smithfield Foods.
- Citigroup and Credit Suisse as dealer managers in a $115 million exchange offer and initial purchasers in a new $36 million issuance of senior secured bonds in connection with a financing for Mexican telecommunications company Axtel, S.A.B. de C.V.
- Sino-Ocean Land, one of the largest real estate companies in China, in relation to the issue by its subsidiary, Sino-Ocean Land Capital Finance, of perpetual subordinated convertible securities in the aggregate principal amount of US$900 million. This was one of the largest equity-linked transactions in Asia in 2010, and the first convertible securities offering of its type in Asia. It was awarded "Debt and Equity Linked Deal of the Year 2011" by China Law & Practice.
- Capital Trust on its equity preserving out-of-court restructuring of approximately US$580 million of outstanding recourse debt obligations, an innovative transaction that pushed down recourse liability to a new legacy asset subsidiary leaving the operating business free of recourse obligations.