Capital Markets

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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

  • Hutchison China MediTech Limited. Represented Hutchison China MediTech, a developer of pharmaceuticals and health oriented consumer products primarily in the People’s Republic of China, in its $101 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.
  • DAVIDsTEA. Represented DAVIDsTEA, a provider of loose-leaf teas, pre-packaged teas, tea sachets, and tea-related gifts and accessories, in its $96 million IPO.
  • Party City Holdco Inc. Represented Party City, a leading party goods retailer, in its $371 million IPO.

Follow-On Offerings

  • The Michael’s Companies. Represented The Michael’s Companies, an arts and crafts store, in its $306 million, $443 million, $332 million and $442 million follow-on offerings.
  • Affiliated Managers Group. Represented Affiliated Managers Group, a global asset management company that owns advisor fund management firms, in its $500 million at-the-market offering.
  • Bright Horizons. Represented Bright Horizons, a provider of employer sponsored child care, in its $232 million, $183 million, $166 million, $280 million, $257 million, $360 million and $138 million follow-on offerings.
  • IMS Health Holdings. Represented IMS Health, a provider of information, services, and technology for the healthcare industry, in its $1.4 billion and $623 million follow-on offerings.
  • Sabre Corporation. Represented the lead underwriters in the $545 million, $878 million, $493 million, $624 million and $510 million follow-on offerings for Sabre Corporation.

Investment-Grade Debt Offerings

  • TJX Companies. Represented TJX Companies in its $500 million and $750 million senior unsecured notes offering.
  • Michaels Stores. Represented Michael’s Stores, Inc., owner and operator of the largest arts and crafts specialty store in the US, in its $212 million, $200 million and $250 million senior notes offerings, and its $800 million high yield offering.
  • Virgin Media. Represented Liberty Global in its $1.5 billion senior secured notes offering, related to the acquisition financing for Virgin Media.
  • 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.
  • J. Crew Group. Represented J. Crew Group, a specialty retailer and clothing distributor in the U.S., in its $400 million bond offering and its $500 million Holdco senior PIK toggle notes offering.

Convertible Offerings

  • Wright Medical Group. Represented Wright Medical, a global orthopedic medical device company, in its $395 million and $300 million cash convertible notes offering.
  • Ironwood Pharmaceuticals. Represented Ironwood Pharmaceuticals, a pharmaceutical company dedicated to creating, developing, and commercializing innovative human medicines, in its $300 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.
  • Atlas Air Worldwide. Represented Atlas Air Worldwide, a provider of outsourced aircraft and aviation operating services, in its $200 million convertible notes offering.
  • Aegerion Pharmaceuticals, Inc. Represented Aegerion Pharmaceuticals, a developer of therapies for patients with debilitating rare diseases, in its $350 million convertible notes offering.

Securitizations 

  • 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

Our representative public company clients include:

  • Alexion Pharmaceuticals
  • Atlas Air Worldwide Holdings
  • Carter’s
  • Covidien Plc
  • Domino’s Pizza
  • Dunkin’ Brands Group, Inc.
  • J. Crew Group
  • Kohlberg Capital Corporation
  • Keurig Green Mountain
  • Michaels Stores
  • Pfizer
  • Samsonite International S.A.
  • State Street Corporation
  • The TJX Companies, Inc.