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Capital Markets Transactions

We are a legal adviser of choice on capital markets transactions across the globe. We have a deep understanding of the U.S. and multijurisdictional regulations that impact our diverse client base, which includes Fortune 500 corporations, emerging growth companies, private equity firms, financial institutions, and sovereign governments. We pride ourselves on providing the senior-level attention that enables our clients to efficiently and effectively raise capital to achieve their strategic objectives.

Our clients rely on Arnold & Porter to guide them through complex financing transactions, including:

  • Initial public offerings (IPOs) and secondary offerings
  • Special purpose acquisition company (SPAC) transactions
  • Investment grade, high-yield, and convertible debt offerings
  • Private placements under Rule 144A and Reg S and private investment in public equity (PIPE) transactions
  • M&A-related capital markets transactions, including spinoffs, tender offers, and going-private transactions
  • Liability management and restructuring-related transactions, such as debt tender offers, exchange offers, consent solicitations, and rights offerings
  • Deep Industry Expertise and Multidisciplinary Approach: Our capital markets attorneys work closely with Arnold & Porter's other nationally recognized practice groups, including life sciences, health care, technology, financial services, government contracting, and national security, to bring unparalleled expertise to clients in a range of industries.

  • Breadth and Depth of Experience in Complex Transactions: Our attorneys have substantial experience in the full range of capital markets transactions, in-depth knowledge of securities laws, and proven experience in working with regulators, such as the SEC and stock exchanges, to efficiently and effectively guide clients through complex capital markets transactions.

  • Preeminent Sovereign Finance Practice: Our internationally recognized Sovereign Finance team regularly advises sovereigns, state-owned companies, and many of the world's most prominent international financial institutions, such as the World Bank/IFC, on their most challenging financial transactions, including sovereign bond issues, liability management transactions, derivative operations, and refinancings/restructurings.

View our special program: Managing Financial Distress in the Coronavirus Crisis—Reconsidering Fiduciary Duties and Liability Management Transactions

Experience Highlights

  • The Charles Schwab Corporation in its $2.5 billion Depositary Shares offering representing an interest in a Share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock; The Charles Schwab Corporation in offerings of over $2.8 billion of Senior Notes.

  • National Securities Clearing Corporation, a wholly owned subsidiary of The Depository Trust & Clearing Corporation, in an inaugural offering of $2 billion of Senior Notes.

  • The Republic of Turkey, in numerous USD- and euro-denominated debt offerings for aggregate proceeds of more than $12 billion, including Sharia-compliant sukuk transactions.

  • Enphase Energy in multiple offerings of convertible senior notes for aggregate proceeds of approximately US$400 million.

  • CuriosityStream, founded by Discovery Channel creator John Hendricks as the first streaming media company devoted to factual entertainment, in the following transactions: (i) simultaneous Rule 144A and Reg D offerings of Series A Convertible Preferred Stock ($154 million aggregate proceeds) and (ii) $512 million equity valuation combination with Software Acquisition Group Inc., a special purpose acquisition company.

  • Union Acquisition Corp., a Cayman Islands-domiciled special purpose acquisition company, in connection with its combination with Bioceres Inc., a leading Argentinian provider of agricultural productivity solutions; named Private Equity Deal of the Year (2019) by Latin Lawyer.

  • Republic of Panama in its offering of $2.5 billion global bond offering, the first emerging market sovereign bond issuance since the emergence of the global COVID-19 pandemic.

  • Republic of Colombia in its issuance of $1 billion of its 3.125% Global Bonds due 2031 and $1.5 billion of its 4.125% Global Bonds due 2051.

  • Panama's government-owned electric transmission company, as issuer, in its inaugural $500 million bond issue.

  • Selling Stockholder in secondary offering in connection with Levi Strauss & Co.'s 2019 IPO.