International Securities and Capital Markets

Overview

The international securities and capital markets practice covers a broad range of transactional and advisory matters, including representing U.S. and non-U.S. issuers, underwriters and selling and controlling security holders in initial public offerings (IPOs) and the full range of equity and debt securities transactions, including bond offerings by corporations and sovereigns, medium-term note (MTN) programs, high-yield debt offerings, convertible and exchangeable bond offerings, offerings under the multijurisdictional disclosure system (MJDS) with Canada and global depositary receipts (GDRs) and American depositary receipts (ADRs) programs. Our practice includes private placements and offerings exempt from SEC registration under Rule 144A and Regulation S, spin-offs, liability management and other corporate and capital restructuring transactions.

We provide securities law advice in connection with public and private M&A transactions, as well as on a range of other matters; we work with clients on the design and development of innovative securities products. We also represent issuers and their boards of directors with respect to reporting and other obligations under the U.S. securities laws and corporate governance and regulatory matters. Our clients include the gamut of regulated entities such as broker-dealers, depositaries, trustees, investment advisers and funds. Our regulatory advice involves all aspects of the U.S. securities laws, including the Securities Act, Exchange Act, Investment Company Act, Investment Advisers Act, Sarbanes-Oxley Act, Dodd-Frank Act, JOBS Act and Foreign Corrupt Practices Act. Our lawyers have extensive experience with, and in some cases previously worked for, the government agencies and self-regulatory organizations that regulate our clients.

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Together with our domestic Business and Corporate Practice, our attorneys have broad experience in advising clients on the full range of international financing and securities matters, including:

  • initial public offerings
  • secondary and follow-on equity offerings
  • stock exchange listings and delistings
  • block trades
  • private placements and Rule 144A/Regulation S offerings
  • investment-grade debt offerings
  • high-yield debt offerings
  • sovereign, quasi-sovereign and supranational offerings
  • acquisition and leveraged buyout financings
  • tender offers
  • rights issues
  • liability management transactions, debt exchanges and debt restructurings
  • spin-off, split-off and carve-out transactions
  • securities transactions related to M&A transactions (such as going-private transactions, stock splits and exit financings)
  • venture capital transactions
  • registered direct offerings
  • Private Investment in Public Equity transactions (PIPEs)

Additionally, our attorneys bring substantial industry-specific knowledge to our international securities and capital markets practice, including in:

  • energy
  • financial services
  • funds and hedge funds
  • general industrial
  • healthcare
  • hospitality
  • infrastructure
  • life sciences
  • media and telecommunications
  • software
  • real estate
  • sports and entertainment
  • technology

Select Experience

  • Represented a Mexican company in a U.S. ADR offering and stock exchange listing.
  • Represented a European-based pharmaceutical company in a $115 million Rule 144A offering of senior subordinated notes.
  • Represented a German manufacturing company in connection with its global offering of high-yield bonds under Regulation S and Rule 144A and subsequent exchange offer for SEC-registered high-yield bonds.
  • Represented a Mexican steel company in its consent solicitation and exchange offer for $300 million of notes originally issued under Rule 144A.
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Professionals

Name Title Office Email
Partner Columbus
Partner Columbus
Partner Houston
Partner Washington, D.C.
Counsel New York
Partner Orlando
Partner Cleveland
Partner New York
Partner Cleveland
Partner Cleveland
Partner Costa Mesa
Partner New York
Partner Washington, D.C.
Partner Houston
Partner Columbus
Partner New York
Partner Cleveland

Experience

  • Represented a Mexican company in a U.S. ADR offering and stock exchange listing.
  • Represented a European-based pharmaceutical company in a $115 million Rule 144A offering of senior subordinated notes.
  • Represented a German manufacturing company in connection with its global offering of high-yield bonds under Regulation S and Rule 144A and subsequent exchange offer for SEC-registered high-yield bonds.
  • Represented a Mexican steel company in its consent solicitation and exchange offer for $300 million of notes originally issued under Rule 144A.
  • Represented an Indian company in its U.S. initial public offering.
  • Represented a Canadian oil company in connection with the sale of all of its issued and outstanding shares by way of statutory plan of arrangement. 
  • Represented an Irish company in $50 million equity investment in a U.S. public company.
  • Represented an Indian company in its reverse merger into a U.S. Special Purpose Acquisition Company (SPAC), a blank check company.
  • Represented an Indian bank in its Rule 144A equity offering.
  • Represented a Japanese private equity fund in the resale of its equity interest in a U.S. NYSE-listed company
  • Represented depositary banks, issuers and underwriters in connection with numerous ADR and GDR offerings.
  • Representation of a non-U.S. broker in obtaining a U.S. broker-dealer license.
  • Represented a Canadian oil and gas company in a series of transactions resulting in the sale of its assets to multiple purchasers and subsequent SEC deregistration.

Key Contacts