Capital Markets

Capital Markets

For more than a century, Ropes & Gray has been handling some of the largest, most complex capital markets financings for corporate issuers, leading private equity firms and major investment banks throughout the world.

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Overview

Ropes & Gray has extensive experience representing corporate issuers, leading private equity firms and major investment banks in all aspects of capital markets financings. For more than a century, we have developed significant experience in all types of initial and follow-on offerings and in private placements. The breadth and depth of our attorneys’ knowledge allow us to effectively manage the capital markets process for our clients. Our practice includes:

  • First-time listings and initial public offerings
  • Investment-grade debt offerings
  • High yield debt offerings and acquisition financing
  • Private placements and Rule 144A/Regulation S offerings
  • Other exempt offerings, such as bank securities and commercial paper financings
  • Spin-off, split-off and carve-out transactions
  • Liability management transactions, debt exchanges and debt restructurings
  • Structured finance transactions such as asset-backed instruments, credit-linked instruments and
    CLOs
  • Privatizations
  • Trading, stabilization and other market activity

We draw upon our extensive securities law experience to help clients interact with the SEC, including navigating through SEC, Hong Kong Stock Exchange and disclosure regulations to assure timely and effective offerings.

Experience

Our capital markets practice group has extensive experience across industries encompassing:

Initial Public Offerings

  • Thunder Bridge Acquisition II. Represented the underwriters in the $345 million IPO for Thunder Bridge Acquisition II, a special purpose acquisition company focused on the financial services sector.
  • Revolve Group, Inc. Represented the lead underwriters in the $244 million IPO for Revolve Group, Inc., a global online fashion retailer.
  • Avantor, Inc. Represented the lead underwriters in the $3.3 billion IPO for Avantor, Inc., a manufacturer and distributor of life sciences products and portfolio company of New Mountain Capital. 
  • Moderna, Inc. Represented the lead underwriters in the US$604 million IPO for Moderna, Inc., a clinical stage biotechnology company developing therapeutics and vaccines based on messenger RNA.
  • Elanco Animal Health. Represented the lead underwriters in the IPO for Elanco Animal Health, an animal health company that innovates, develops, manufactures and markets products for companion and food animals
  • Altice USA, Inc. Represented the lead underwriters in the $1.9 billion IPO for Altice USA, Inc., a company that operates as a cable operator that provides telecommunications, media, and entertainment services in the United States.
  • Canada Goose Holdings, Inc. Represented Canada Goose Holdings, a company that designs, manufactures, and sells premium outdoor apparel, in its $250 million IPO.
  • MYOB Group Limited. Represented MYOB Group, a provider of desktop and cloud business management software solutions to businesses and accounting practices, in its $580 million IPO.
  • Planet Fitness. Represented Planet Fitness, an operator of gyms, in its $216 million IPO.

Follow-On Offerings

  • bluebird bio. Represented the lead underwriters in an aggregate of $1.5 billion in several follow-on offerings for bluebird bio, a clinical-stage biotechnology company. 
  • Cushman & Wakefield PLC. Represented the lead underwriters in the $297 million follow-on offering for Cushman & Wakefield PLC, a provider of real estate services for owners, tenants, and investors.
  • Sage Therapeutics. Represented the lead underwriters in the $575 million follow-on offering for Sage Therapeutics, a biopharmaceutical company focused on developing and commercializing novel medicines to treat central nervous system disorders.
  • The Michael’s Companies. Represented The Michael’s Companies, an arts and crafts store, in an aggregate of $1.5 billion in several follow-on offerings 
  • Bright Horizons Family Solutions. Represented Bright Horizons Family Solutions, a provider of employer-sponsored childcare, in an aggregate of $3.05 billion in 11 individual follow-on offerings.
  • Planet Fitness. Represented Planet Fitness, an operator of gyms, in an aggregate of $1.3 billion in several follow-on offerings.
  • IQVIA Holdings. Represented IMS Health, a provider of information, services, and technology for the healthcare industry, in an aggregate of $3.7 billion in several follow-on offerings.

Investment-Grade Debt Offerings

  • Michaels Stores. Represented Michael’s Stores, Inc., owner and operator of the largest arts and crafts specialty store in the US, multiple senior notes offerings worth an aggregate of $662 million, and its $800 million high yield offering.
  • IMS Health Holdings, Inc. (now known as IQVIA Holdings, Inc.) Represented TPG Capital in its $1 billion high yield debt offering to finance the acquisition of IMS Health Holdings, Inc., the world’s leading provider of market intelligence to the pharmaceutical and healthcare industries, and a subsequent aggregate of $5.18 billion in several 144A debt offerings.
  • Altice Finco SA. Represented Altice Finco SA in its $250 million high yield offering, its €6 billion, $1.3 billion and €4.15 billion senior secured notes offering.
  • TJX Companies. Represented TJX Companies in multiple senior unsecured notes offerings worth an aggregate of $1.25 billion.
  • Surgery Partners. Represented Surgery Partners, a leading providers of surgical services, in it’s $430 million senior unsecured notes offering. 
  • Cabot Corporation. Represented Cabot Corporation, a global specialty chemicals and performance materials company, in its $300 million senior unsecured notes offering. 

Convertible Offerings

  • Granite Point Mortgage Trust. Represented the underwriters in the $125 million convertible notes offering for Granite Point Mortgage Trust, a real estate investment trust focused primarily on directly originating, investing in and managing senior floating-rate commercial mortgage loans and other debt and debt-like commercial real estate investments.
  • Verastem, Inc. Represented Verastem, Inc., a biopharmaceutical company developing and commercializing medicines to improve the survival and quality of life of cancer patients, in its $150 million convertible notes offering.
  • Insmed Incorporated. Represented the lead underwriter in the $450 million convertible notes offering for Insmed Incorporated, a developer of inhaled therapies for patients with lung disease.
  • LPL Financial. Represented LPL Financial, a company that offers securities brokerage and investment advisory services, in its $412 million convertible notes offering.
  • Ironwood Pharmaceuticals. Represented Ironwood Pharmaceuticals, a pharmaceutical company dedicated to creating, developing, and commercializing innovative human medicines, in its $400 million convertible notes offering.
  • Novavax. Represented Novavax, a clinical-stage biopharmaceutical company, focused on developing recombinant vaccines for infectious diseases using its virus-like particles (VLP) and recombinant nanoparticle vaccine technology, in its $300 million convertible notes offering.

Securitizations 

  • Planet Fitness. Advised Planet Fitness on its financing transaction involving the issuance of $1.275 billion in securitized notes. The notes included a $1.2 billion in senior secured term notes and $75 million in senior secured variable funding notes, which function as a revolving financing facility.
  • Dunkin’ Brands. Represented Dunkin' Brands, which operates a chain of coffee and baked goods restaurants, and ice cream specialty stores, in structuring and obtaining $1.975 billion of aggregate financing to refinancing its “whole business securitization” and fund a shareholder dividend.
  • Domino’s Pizza. Represented Domino’s Pizza, the leading pizza delivery company in the world, in its $1.575 billion securitized debt offering.
  • Alliance Laundry. Represented Alliance Laundry Equipment Receivables Trust 2009-A (“ALERT 2009-A”) in amending its $330 million asset-backed securitization facility to, among other things, amend the interest rates and maturity date.

Clients

Representative public company clients include:

  • Akebia Therapeutics 
  • Alexion Pharmaceuticals
  • Altice SA 
  • Bright Horizons Family Solutions
  • Cabot Corporation
  • Canada Goose
  • DAVIDs Tea
  • Domino’s Pizza
  • Dunkin’ Brands Group, Inc.
  • EMCOR Group
  • Eversource Energy
  • IQVIA Holdings Inc. 
  • Keurig Green Mountain
  • Lantheus Medical Imaging
  • Liberty Global
  • LPL Financial
  • The Michaels Companies
  • Party City
  • Pfizer
  • Planet Fitness
  • Samsonite International S.A.
  • The TJX Companies, Inc.
  • Wright Medical
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