Christopher J. Capuzzi

Counsel

Christopher Capuzzi
  • JD, Northwestern University Pritzker School of Law, 2010
  • MBA, Fordham University Gabelli School of Business, 2006
  • BS, Fordham University, 2006

Qualifications

  • New York, 2011
  • Illinois, 2011
  • Spanish

Christopher J. Capuzzi

Counsel

Christopher joined Ropes & Gray in 2018 as a counsel in the securities & public companies group. He focuses his practice on the representation of issuers, underwriters and selling stock holders in a variety of debt and equity offerings and leveraged financings. In addition, he has extensive experience in connection with specialty finance capital markets transactions, including special purpose acquisition companies (SPACs), business development companies (BDCs) and mortgage REITs.

In addition, Christopher represents private equity sponsors in acquisition financings, as well as their portfolio companies in ongoing financing matters. He also advises clients on SEC reporting and compliance obligations, debt covenant matters, corporate governance and other general corporate matters.

Christopher is a certified public accountant in the state of New York and prior to his legal career, was an auditor at KPMG. Christopher was a senior associate in the New York and London capital markets practice of a global law firm before joining Ropes & Gray in 2018.

 

Experience

Issuer Representations

  • Centerbridge Partners in connection with the acquisition from Sompo of the Canopius AG insurance business and the private placement of $350,000,000 Senior Secured Floating Rate Notes due 2023 to support the acquisition.*
  • KLX Inc. in a consent solicitation to amend the indenture governing its 5.875% Senior Notes due 2022 to permit the spinoff of KLX’s Energy Services Group business to its stockholders prior to the commutation of KLX’s merger with the Boeing Company.*
  • Windstream Holdings, Inc. and its wholly owned subsidiary, Windstream Services, LLC , in in a consent solicitation to amend the indenture of Windstream Services, LLC and Windstream Finance Corp. governing the issuers’ 8.625% Senior First Lien Notes due 2025 to permit the incurrence of junior lien debt.*
  • Penske Automotive in connection with $300 million of 5.375% Senior Subordinated Notes due 2024 issued in an SEC registered underwritten offering.*
  • MTN Group Management Services Pty Limited on the issue by MTN (Mauritius) Investments Limited of $500,000,000 5.373% Guaranteed Notes due 2022 and $500,000,000 6.500%. Guaranteed Notes due 2026.*
  • CVC on its acquisition of the Douglas Group and all financing aspects, including a dual-track high-yield debt offering of Kirk Beauty Zero GmbH of €300,000,000 6.25% Senior Secured Notes due 2022 and Kirk Beauty One GmbH of €335,000,000 8.75% Senior Notes due 2023, as well as a new €1,220 million Term Loan B Facility and a new revolving credit facility that provides for up to €200 million in borrowings.*
  • Worldpay Finance plc on its €500,000,000 issuance of 3.75% Senior Notes due 2022.*
  • Advised Deutsche Lufthansa on its cash offer to holders of its €234.4 million 0.75% exchangeable senior notes due 2017 to incentivize them to exchange their notes into shares of common stock of JetBlue Airways. The JetBlue shares are listed on NASDAQ.*
  • Canada Pension Plan Investment Board on its $150m purchase of common shares of Markit Ltd. from JPMC Strategic Investments II Corporation.*
  • BUT SAS in its add-on €66,000,000 7 3/8% Senior Secured Notes due 2019.*
  • CPA Global, a Cinven portfolio company, in the repricing of the €498,000,000 Euro Tranche of CPA Global’s First Lien Credit Agreement.*
  • CPA Global, in a €116,000,000 and $125,000,000 Incremental Facility to the First Lien Credit Agreement and payoff of the Second Lien Credit Facility.*
  • CPA Global, in a €52,000,000 Incremental Facility to the First Lien Credit Agreement.*
  • Perrigo Company in connection with a Rule 144A/Regulation S notes offering, tender offer and consent solicitation and A/B exchange offer.*
  • Highbridge Principal Strategies, LLC in the negotiation of an investment in convertible preferred shares of Columbus International Inc.*
  • Grupo Televisa, S.A.B. in connection with several registered notes offerings on Form F-4.*
  • Media General, Inc. in registered secondary equity offerings by selling stockholders.*
  • Media General, Inc.’s acquisition of New Young Broadcasting on Form S-4.*
  • Onex Partners in the $630 million 7.75% Senior Notes due 2021 offering to support its acquisition of USI, Inc.*
  • Onex Partners in the $210 million 8.375% Senior Notes due 2020 offering to support its acquisition of Southern Graphics Inc.*
  • Goldman Sachs PIA in the $365 million 10%/10.75% Senior Notes due 2018 offering to support its acquisition of Interline Brands Inc.*

Underwriter Representations

  • Represented the lead underwriter in the $250 million initial public offering for Chimera Investment Corporation, a real estate investment trust, operating in the United States. 
  • Represented the lead underwriter in the $400 million initial public offering for Gores Holding III, a special purpose acquisition company (SPAC) formed for the purpose of effecting an initial business combination with one or more businesses.
  • The $287.5 million initial public offering of New Frontier Corporation, a special purpose acquisition company*
  • The $690 million initial public offering of GS Acquisition Holdings Corp., a special purpose acquisition company sponsored by GSAM and David Cote, the former CEO and Chairman of Honeywell*
  • The $275 million initial public offering of Nebula Acquisition Corporation, a special purpose acquisition company*
  • The sales agents in connection with Two Harbors Investment Corp.’s at-the-market equity program*
  • The $295 million offering of 11,800,000 shares of 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of Two Harbors Investment Corp.*
  • The $750 million issuance of 3.500% Notes due 2022, $200 million issuance of 3.875% Notes due 2020 and $400 million issuance of 3.875% Notes due 2020 in SEC-registered offerings of investment grade notes by Ares Capital Corporation, a business development company
  • The initial public offering of 9,000,000 shares of TCG BDC, Inc. (f/k/a Carlyle GMS Finance, Inc.) for gross proceeds, of $174,902,700*
  • The initial purchases in the issuance by Provident Funding Associates, L.P. and PFG Finance Corp. of $325,000,000 6.375% Senior Notes due 2025 and the dealer managers in tender offer and consent solicitation for the existing 6.75% Senior Notes due 2021*
  • The sale of 11,500,000 shares of 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of Two Harbors Investment Corp resulting in gross proceeds of $287,500,000*
  • The $650 million initial public offering of TPG Pace Energy Holdings Corp., a special purpose acquisition company*
  • The initial purchasers in Ares Capital Corporation’s $350 million issuance of 3.75% convertible notes due 2022 in a 144A offering
  • Several investment grade notes offerings and tender offers by Republic Services Inc.
  • Schoeller Allibert Group B.V.’s debut high yield issuance of €210,000,000 8% Senior Secured Notes due 2021
  • Multiple equity and retail notes offerings by PennantPark Investment Corp., a business development company*
  • The $250 million initial public offering of Saban Capital Acquisition Corp.*
  • The $550 million initial public offering of Silver Run Acquisition Corp., a special purpose acquisition company*
  • The initial public offering and follow-on equity offerings by Ellington Residential Mortgage REIT*
  • The initial public offering and follow on offerings by PennantPark Floating Rate Capital, a business development company*
  • Multiple offerings of common shares representing LLC interests and block trades by Ellington Financial LLC*
  • Multiple follow-on offerings, registered investment grade notes offerings and ATM programs for Fifth Street Finance Corp. and Fifth Street Senior Floating Rate Corp., both business development companies*
  • The proposed initial public offering of Liberty Tax, Inc.*
  • The proposed initial public offering of a single-family property REIT*
  • The proposed initial public offering of a mortgage loan originator and servicer*
  • High yield notes offering by Noranda Aluminum Acquisition Corporation
  • Follow-on offerings by CreXus Investment Corp.*

Selling Stockholder Transactions

  • Funds affiliated with Goldman Sachs in the sale 13,734,177 shares of common stock of TransUnion in an SEC-registered underwritten offering led by J.P. Morgan, BofA Merrill Lynch and Morgan Stanley*
  • Canada Pension Plan Investment Board in connection with the negotiation of registration rights agreement, nomination agreement and purchase agreements and subsequent purchases and sales of shares IHS Markit Ltd.*
  • The Anschutz Corporation and its affiliate in the sale of 13,000,000 shares of Class A common stock of Regal Entertainment Group in an SEC-registered underwritten offering led by UBS Investment Bank*

Corporate Governance and Other Matters

  • Provided ongoing advise to Air Berlin with respect to restructuring and insolvency matters related to the Company’s outstanding high yield debt including advising on asset dispositions, joint ventures and other covenant alternatives*
  • Premium Credit, a Cinven portfolio company, in ongoing covenant and internal restructuring issues*
  • Advised on the financing and covenant aspects of CK Hutchison Holdings Ltd., parent company of 3 Italia S.p.A. joint venture with VimpelCom Ltd., parent company of Wind Telecomunicazioni S.p.A to operate Wind Tre Italia*
  • Univeg Holding B.V. in ongoing covenant interpretation issues under its €285,000,000 7.875% Senior Secured Notes due 2020*
  • Formerly represented Goldman Sachs Hedge Fund Partners in connection with its ongoing periodic and current SEC reporting*
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