Covington’s securities and capital markets transactional practice advises issuers, underwriters, placement agents, investors and other market participants on securities transactions worldwide. We draw on Covington’s unparalleled industry and regulatory expertise to offer our clients an integrated team of experts that bridges relevant practice areas, such as tax, employee benefits and antitrust. Because of our deep industry and regulatory capabilities, we are frequently involved in transactions in the life sciences, financial institutions, energy, technology, telecommunications, media and sports industries, among others. We assist our clients in structuring sophisticated capital-raising transactions that anticipate industry and regulatory concerns and respond to the latest issues facing particular industries.
Ours is a global practice that is active in the US, European and Asian markets. We regularly represent issuers, financial institutions and other market participants in listings on the New York Stock Exchange, NASDAQ, the Main Market of the London Stock Exchange, AIM, NYSE Euronext and other exchanges. We also advise non-US issuers on US offerings and their on-going disclosure and compliance obligations under US securities laws.
Transactions on which we frequently advise include:
- initial public offerings;
- US shelf registrations and takedowns;
- offerings of common stock, ordinary shares, preferred stock and equity-linked securities;
- investment grade and high-yield debt offerings;
- equity tender offers and proxy contests;
- debt tender offers, exchange offers and other liability management transactions;
- swaps and other derivative instruments;
- asset-backed and other complex collateralized securities;
- spin-offs, acquisitions and divestitures; and
- going-private transactions.
Representative Matters
- BNP PARIBAS, Citigroup, Mitsubishi UFJ Securities and Wells Fargo Securities, as lead underwriters, in a $600 million offering of senior notes by The Clorox Company.
- Citigroup, BofA Merrill Lynch and Jefferies, as lead underwriters, in a $150 million offering of common stock by Acadia Healthcare Company, Inc.
- The Goodyear Tire & Rubber Company in several billion dollars of capital markets transactions, including its recent $700.0 million offering of senior notes and the recent €250.0 million offering of senior notes by its European subsidiary, Goodyear Dunlop Tires Europe B.V.
- Jefferies and J.P. Morgan, as lead underwriters, in a $56 million offering of common stock by Aegerion Pharmaceuticals, Inc.
- Joy Global Inc. in its $500.0 million offering of senior notes in connection with its acquisition of International Mining Machinery Holdings Limited.
- Omeros Corporation in a $34.5 million offering of common stock.
- Pepco Holdings and its subsidiaries, as corporate and securities counsel for over 25 years, including in a recent $250.0 million offering of first mortgage bonds by Delmarva Power and Light Company and $300 million offering of common stock by Pepco Holdings in an equity forward transaction.
- ReNeuron Group plc in a £6.1 million firm placing and open offer on AIM.
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