Capital Markets

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Winter 2014 edition of Capital Markets NewsWire 

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Accessing U.S. Capital Markets brochure 

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Global Capital Markets brochure (US|A4)

Our capital markets lawyers regularly advise issuers, underwriters, placement agents and initial purchasers in public and private US and global offerings of securities, including SEC registered offerings of equity and debt, Rule 144A and Regulation D private placements and Regulation S offerings exempt from registration under the Securities Act of 1933.

These transactions range from IPOs by start-up companies to registered shelf offerings and private placements of debt and equity securities by Fortune 500 issuers. These registered, qualified purchaser and otherwise exempt offerings encompass offerings of debt securities (including convertible debt, high-yield debt, medium-term notes and tax-exempt securities), common and preferred stock, warrants, and securities issued in connection with asset securitization and monetization transactions. We also represent issuers in the establishment of commercial paper programs, including 3(a)(3) and 4(2) programs, and employee stock option and other equity compensation plans.

We have extensive securities law expertise in connection with merger and acquisition transactions, spin-offs, tender offers, exchange offers and proxy and consent solicitations.


Our lawyers have substantial experience and expertise in capital markets and securities transactions, many of whom are also active in our corporate governance and securities compliance practices. We work closely with lawyers from Chadbourne’s other practice groups, bringing together those with the necessary industry and product expertise to provide our clients with an efficient and creative team able to provide the right strategic support and advice for virtually any transaction in the capital markets.


Our lawyers represent the key players in public and private securities offerings, including underwriters, placement agents, initial purchasers and issuers. Attorneys in our capital markets practice have represented, as underwriters’ counsel, most of the major investment banking firms. We also regularly represent well-known seasoned issuers and others in connection with their registered and exempt offerings.

Industry Expertise

We offer our capital markets clients in-depth understanding and expertise in every major industry, with particular depth in aerospace and defense, automotive, communications, media and technology, consumer products, energy, food and beverage, insurance and reinsurance, manufacturing, mining, pharmaceuticals and transportation.

Geographic Scope

Our capital markets practice is global, with both domestic and cross-border securities transactional experience. Our clients benefit from the global reach of the firm's network of offices around the world, including New York, Washington, Los Angeles, Mexico City, London, Moscow, Warsaw, and Dubai.

We have a long history of representation in emerging markets offerings. Our capital markets lawyers work closely with carefully selected local law firms in jurisdictions where we do not have offices in connection with international capital markets offerings. For example, we serve as US counsel to Latin American issuers and underwriters of Latin American offerings. We have represented issuers or underwriters in various offerings originating in Latin America, including issuers in Argentina, Brazil, Chile, Colombia, Ecuador, Mexico, Peru and Venezuela. We also have active representation of issuers in Turkey and the Middle East.

Representative Experience

Rockwell Automation's US$600 million Registered Debt Offering
Rockwell Automation, Inc.
Represented Rockwell Automation, Inc. in a US$600 million registered public debt offering, comprised of US$300 million aggregate principal amount of 2.050% notes due 2020 and US$300 million aggregate principal amount of 2.875% notes due 2025. Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as joint book-running managers for the offering.
YPF S.A. US$1 billion Global Bond Offering
Represented YPF S.A., Argentina’s largest oil and gas company, in a landmark US$1 billion global bond offering, to date the largest issuance of corporate bonds in Argentina’s history. YPF placed US$1 billion of its 8.75% senior amortizing notes due 2024. The notes were sold in reliance on Rule 144A and Regulation S under the U.S. Securities Act of 1933.
First International Greenfield Project Bond Offering in Latin America
Grupo Cobra and Grupo Terra
Represented Grupo Cobra and Grupo Terra as sponsors in connection with the international offering of US$132.8 million in partially guaranteed senior secured variable funding notes to finance the construction of the 223 MW cold reserve Eten power plant in Peru. The notes represented the first international greenfield project bond offering in Latin America.
US$200 million Private Placement for the Acquisition of a Michigan utility
RBC Capital Markets, LLC and The Bank of Nova Scotia
Represented RBC Capital Markets, LLC and The Bank of Nova Scotia, as placement agents, and a group of six insurance company investors on a US$200 million secured notes offering structured as a private placement in connection with the acquisition of Upper Peninsula Power Company, a Michigan utility, by infrastructure equity investment fund Balfour Beatty Infrastructure Partners LP from Integrys Energy Group, Inc.
Lima Metro Project – Line 2
Represented the lenders and other financial intermediaries in connection with the project financing of the Metro Lima/Line 2 project in Peru.
[ more representative experience ]

Related Practice Areas

Bankruptcy and Financial Restructuring
Mergers and Acquisitions
Corporate Governance and Risk Oversight
Real Estate
Securities Compliance

Related Industries

Consumer Products
Food and Beverage
Mining and Metals
Infrastructure, Transportation and P3s
Agency Finance
Pharmaceuticals and Medical Devices

Related Regions

Middle East and North Africa
Latin America
North America

Worldwide Contact

Marc M. Rossell
New York
Mexico City
+1 (212) 408-1057
or +52 (55) 3000-0605

Sey-Hyo Lee
New York
+1 (212) 408-5122

Claude S. Serfilippi
New York
+1 (212) 408-2304

Local Office Contacts

Related Information