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- Home
- Practices and Industries
- Corporate
- Capital Markets and Securities
Covington’s Capital Markets and Securities Practice Group comprises leading transactional securities lawyers as well as former senior SEC staff and other lawyers proficient in disclosure, compliance, and other securities regulatory matters.
We advise issuers, underwriters, investors and other market participants in a full range of capital markets transactions. We also advise companies, boards and board committees, investors, investment banks, and independent auditors on regulatory and corporate governance issues arising in securities transactional and non-transactional settings.
Capital Markets
Transactions on which we frequently advise include:
- initial public offerings
- follow-on public equity offerings
- investment grade and high-yield debt offerings
- shelf registrations and shelf “takedowns”
- Rule 144A, Regulation S and Regulation D offerings (including PIPEs), and other exempt offerings
- convertible debt and other equity-linked securities offerings
- equity and debt crowdfunding
- transactions involving swaps and other derivative financial instruments
- offerings of asset-backed and other collateralized securities
Our lawyers are experienced in securities offerings involving the major exchanges, including the New York Stock Exchange, Nasdaq, the London Stock Exchange, and Euronext markets, as well as other securities marketplaces.
We were involved in many of the earliest JOBS Act IPOs and helped formulate industry practices with respect to “testing the waters” and other IPO “on-ramp” procedures.
We have extensive experience advising European and other non-domestic companies seeking to access the U.S. capital markets, including client representations on 13 IPOs by European issuers in the last 24 months. We prepare foreign private issuers for redomestications and other pre-IPO restructurings, guide them through the IPO process, and advise on the securities regulatory requirements of non-domestic public companies.
We employ a multi-disciplinary approach to capital markets transactions, calling on the experience and skills of practitioners in specialized regulatory areas and industry segments. We are particularly strong in the life sciences, financial institutions, energy, technology, telecommunications, media, and sports sectors.
We count among our lawyers former high-ranking officials in the Food and Drug Administration (including a former Chief Counsel, Assistant Chief Counsel and Special Assistant to the Chief Counsel, in the Department of Health and Human Services (including a former Deputy General Counsel), in the Federal Trade Commission and the International Trade Commission (including a former Commissioner and chairman, Acting General Counsel and Assistant to the Director), in The Department of Justice (including a former Attorney General, Assistant Attorney General (Antitrust), Assistant Attorney General (Criminal), and numerous other lawyers with extensive experience in the Executive, Legislative, and Judicial branches of the federal government. Our clients rely on the experience and insights of these lawyers to advise in a capital markets context on issues ranging from substantive due diligence to prospective legislative or rulemaking actions governmental enforcement priorities.
Securities Advisory
The firm’s securities practice includes among its members a former Director of the SEC’s Division of Corporation Finance, former members of the Office of Chief Counsel in the Division of Corporation Finance, as well as former members of the SEC’s Division of Corporation Finance and the SEC’s Division of Enforcement, former in-house counsel, and other practitioners with specialized legal and industry perspectives. We advise public companies and investors with respect to a wide range of securities advisory matters, addressing both routine and novel legal issues arising in the context of:
- ongoing periodic and current reporting
- Dodd-Frank and Sarbanes-Oxley compliance
- Section 16/beneficial ownership reporting by insiders
- real-time disclosure obligations under securities laws and stock exchange listing requirements, including Reg FD
- insider-trading policies and Rule 10b5-1 trading plans
- securities regulation of shareholder voting rights and related disclosure obligations, including as it relates to routine proxy solicitations, proxy contests, shareholder proposals, and annual shareholder meetings generally, as well as executive compensation, related-party transaction, and other sensitive disclosures
- compliance with stock exchange listing standards for companies in both normal and distressed states
- compliance with listing standards
- cash tender offers and debt and equity exchange offers
- issuer repurchase plans
- spin-offs, acquisitions, and divestitures
- going-private transactions
We regularly engage with the SEC staff on behalf of our clients regarding a wide variety of regulatory matters, including interpretive questions, no-action letters, and consultations regarding discrete disclosure or transactional issues.
We also assist clients in evaluating rulemaking and regulatory developments that affect listed companies and investors. We frequently interface with senior staff at the SEC, the New York Stock Exchange, Nasdaq, FINRA, and other regulatory bodies in the United States and other jurisdictions on behalf of clients.
HealthSouth Senior Notes Offering
Represented HealthSouth Corporation in its public offering of $300 million of its 5.125% senior notes due 2023.
Horizon Discovery Group IPO on AIM
Represented Horizon Discovery Group plc in its £68.6 million initial public offering on AIM.
Indivior $1.6 billion Demerger
Represented Indivior plc in its $1.6 billion demerger transaction from Reckitt Benckiser Group plc and listing on the LSE.
Advising Large Public Companies and Investors on Corporate Governance Matters
Represented boards in the pharmaceuticals, consumer goods, health insurance, home equipment, advertising, motor vehicles, network communications, and technology industries as well as hedge funds, public pension funds, and other investors with respect to corporate governance developments regarding board and committee composition, crisis management, cybersecurity, internal controls, shareholder proposals, proxy access, political spending, and other sensitive disclosures and similar matters.
Automobile Association IPO on London Stock Exchange
Represented Cenkos Securities plc as sole coordinator and bookrunner in the £1.385 billion initial public offering by Automobile Association on the London Main Market.
Bristol-Myers Squibb €1.15 billion Eurobond Offering
Represented Bristol-Myers Squibb in its €1.15 billion registered public offering of investment grade debt securities, and a cash “waterfall” tender offer for $500 million aggregate principal amount of certain of its outstanding debt securities.
Eli Lilly in €2.1 billion Euronotes Offering
Represented Eli Lilly and Company in its €2.1 billion notes offering consisting of €600 million 1.000% Notes Due 2022, €750 million 1.625% Notes Due 2026, €750 million 2.125% Notes Due 2030.
Lombard Medical IPO and Re-Domiciliation
Represented Lombard Medical in its $55 million initial public offering on Nasdaq and re-domiciliation.
Pepco on $6.6 billion in securities offerings
Represented Pepco Holdings, Inc. and its subsidiaries as corporate and securities counsel for over 25 years, including representation in over $6.6 billion of securities offerings since 2002.
Rightster Listing on AIM
Represented Rightster Group plc. in the listing of its shares to the AIM market of the London Stock Exchange.
Securities Counsel to Numerous Fortune 500 companies
Represent numerous Fortune 500 companies in the pharmaceuticals, consumer goods, health insurance, home equipment, advertising, motor vehicles, network communications, and technology industries with respect to the resolution of shareholder proposals concerning executive compensation, majority voting, proxy access, the right to call special meetings, political spending and lobbying disclosures, and a host of other topics.
Trusted Advisor to Fortune 100 Companies
Represent Fortune 100 companies in the consumer goods, health insurance, and technology industries with respect to sensitive, ongoing securities disclosure, and compliance matters.
The Hut Group Equity Fundraising
Represented The Hut Group Limited on an equity fundraising.
Tencent in $8.6 Billion Acquisition of Clash of Clans Developer
Represented Tencent Holdings Limited in its $8.6 billion acquisition of a majority stake in Supercell Oy, developer of Clash of Clans, Clash Royale, Boom Beach and Hay Day, from SoftBank.
April 14, 2020, Covington Alert
On 8 April, the UK Financial Conduct Authority (FCA) announced further measures to assist companies seeking to raise finance from the capital markets in order to meet the challenges of the COVID-19 pandemic and position their businesses for recovery. The FCA Statement of Policy sets out guidance on the application and relaxation of certain pre-existing rules, ...
July 2020
Recapture of Excess COVID-19 Payroll Tax Credits Addressed in New Regs Recapture of Excess COVID-19 Payroll Tax Credits Addressed in New Regs As the legal, regulatory, and commercial implications of coronavirus COVID-19 continue to evolve, our lawyers and advisors are helping clients navigate the complex considerations that companies around the world are ...
August 17, 2018
LONDON—Covington has advised Sensyne Health on medical device regulatory and data protection matters in connection with its £60 million IPO on London’s AIM market. The firm also represented Sensyne Health in negotiating strategic research and data processing agreements with the Chelsea and Westminster Hospital NHS Foundation Trust, the Oxford University ...
April 20, 2018
LONDON—Covington advised BenevolentAI on an £80 million equity investment by new and existing investors, including Woodford Investment Management, at a pre-money valuation of £1.4 billion. The firm also recently advised BenevolentAI on its acquisition of Proximagen Limited, a Cambridge, UK-based drug discovery and development company, for an undisclosed ...
December 26, 2017
SILICON VALLEY—The Financial Times has recognized Covington among the most innovative firms in 2017 in the category of "Enabling Business Growth," for advising "Tencent in its acquisition of a $8.6bn majority stake in Supercell, the Finnish gaming company, while maintaining Supercell’s creative culture and retaining its employees by introducing incentive ...
June 16, 2017
LONDON—Euromoney Legal Media Group has selected three Covington lawyers for its annual “Europe Women in Business Law Awards.” The awards honor women in the legal sector across Europe. The Covington lawyers recognized are: Louise Nash, Best in Mergers & Acquisitions. Ms. Nash focuses on M&A and other transactional matters for clients in the consumer brands, ...
March 28, 2017, Covington Alert
On March 16, 2017, following a lengthy legislative process, the European Parliament approved a final regulation implementing a new due diligence and reporting regime for “conflict minerals” (i.e., tin, tantalum and tungsten, their ores, and gold) imported in the EU. The regulation will enter into force 20 days after formal approval by the Council of Ministers ...
December 1, 2016, Covington Alert
The Securities and Exchange Commission (the “SEC”) recently adopted rules to update and enhance registration exemptions for intrastate and regional securities offerings. The final rules amend Rule 147, a safe harbor for exempt intrastate offerings under the Securities Act of 1933 (the “Securities Act”). In addition, the final rules establish a new offering ...
June 28, 2016, Covington Alert
The SEC’s Division of Corporation Finance (the “Division”) recently issued updated interpretive guidance on the use of non-GAAP financial measures. This guidance reflects an increasingly assertive position taken by the SEC in recent months regarding public companies’ use of numerical measures of performance, financial position or cash flows that are not ...
Covington Represents Tencent in $8.6 Billion Acquisition
June 21, 2016
SILICON VALLEY—Covington advised Tencent Holdings Limited, a leading provider of internet service in China, in connection with its acquisition of a majority stake in Supercell from SoftBank. A consortium established by Tencent will acquire up to 84% of Supercell for $8.6 billion in a transaction valuing Supercell at approximately $10.2 billion. Supercell is a ...
June 17, 2016
LONDON—Euromoney Legal Media Group has selected four Covington lawyers for its annual “Europe Women in Business Law Awards.” The awards honor women in the legal sector across Europe. The Covington lawyers recognized are: Louise Nash, Best in Mergers & Acquisitions. Ms. Nash focuses on M&A and other transactional matters for clients in the consumer brands, ...
June 3, 2016
NEW YORK—Covington advised the underwriters in connection with Repligen’s $115 million debt offering. The senior convertible notes due in 2021 were placed at 2.125 percent. Repligen is a bioprocessing company focused on the manufacture of Protein A ligands used by life science companies to purify biologic drugs such as monoclonal antibodies, recombinant ...
Covington Represents Underwriters in Senseonics' IPO
March 24, 2016
NEW YORK - Covington advised the underwriters in the $45 million initial public offering of common stock of Senseonics Holdings, Inc. The offering closed on March 23, 2016. Shares of Senseonics trade on the NYSE MKT under the ticker “SENS.” Senseonics develops continuous glucose monitoring systems for patients with diabetes. Its Eversense product consists of ...
Taking the FAST Track: New Legislation Facilitates Raising Capital and Aims to Simplify Reporting
December 18, 2015, Covington Alert
December 8, 2015
NEW YORK, December 8, 2015 - Covington represented Ascension, the nation’s leading Catholic and non-profit health system, in a $200 million investment transaction with TowerBrook Capital Partners in Accretive Health, a leading provider of revenue cycle management services to healthcare providers. The transaction is expected to close in the first quarter of ...
Covington Advises Allergy Therapeutics on £11.5 Million Placement and License Agreement
November 23, 2015
LONDON, November 23, 2015 — Covington represented Allergy Therapeutics, the AIM-listed specialty pharmaceutical company specializing in allergy vaccines, in the placement of ordinary shares raising approximately £11.5 million. The placement was conducted through an accelerated bookbuilding process with Panmure Gordon & Co acting as financial adviser, nominated ...
September 30, 2015
NEW YORK - Covington advised the underwriters in the $106.1 million initial public offering by Austrian-based Nabriva Therapeutics AG of 10,350,000 million American Depositary Shares, representing 1,035,000 shares of Nabriva’s common stock. This was the first U.S. initial public offering by an Austrian company. The ADSs are now listed on the NASDAQ Global Market ...
- Chambers USA, America's Leading Business Lawyers (2019)
- Securities Regulation – Leading Firm
- Securities Regulation: Advisory – Leading Individuals (1)
- Securities Regulation: Enforcement – Leading Individuals (2)
- Chambers UK, Capital Markets: AIM (2020)
- Legal 500 US (2018)
- Finance – Capital Markets – Equity Offerings
- Finance – Capital Markets – Debt Offerings
- Finance – Financial Services: Regulatory
- Best Lawyers in America (2020)
- Corporate
- Corporate Compliance
- Corporate Governance
- Derivatives & Futures
- Securities/Capital Markets
- Securities Regulation
- Corporate Board Member - America’s Best Corporate Law Firms
(2017)
- Ranked in the top 25 firms nationally
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