Cadwalader counsels leading public and private companies in structuring, documenting and negotiating the public and private placement of all forms of debt and equity securities, including:
- Initial public offerings
- Exchanges and secondary offerings
- Private placements of equity and debt securities, including those involving foreign and domestic purchasers and issuers, venture capital transactions, and Regulation S and Rule 144A transactions
- Workouts of senior and subordinated debt
- Convertible debt and equity securities
- High yield debt financings
- Commercial paper in the U.S. and Eurodollar markets
- Hybrid securities
We also represent significant financial institutions, including banks, brokerage houses, insurance companies, pension funds, venture capital funds, private equity funds, and hedge funds, in their capacities as underwriters or investors, introducing them to possible lenders and underwriters as appropriate.
In addition to domestic offerings, Cadwalader works in conjunction with U.K. qualified solicitors in our London office to handle Rule 144A placements, Regulation S offerings and international securities offerings, including those with significant U.S. tranches.
Seed, Angel, Mezzanine and Venture Capital Financings: With significant expertise in representing start-up ventures, we also represent the venture capital and investment institutions, strategic investors, and individuals that finance such ventures in in seed, angel, mezzanine, and venture capital financings. A principal component of this practice involves the representation of hedge funds - both domestic and offshore, leveraged and unleveraged, and those formed to invest in distressed debt and troubled companies.
Public Offerings: The firm has significant expertise in bringing first-time issuers public, including small businesses and those involved in newly-emerging industries. This initial representation frequently continues as our corporate attorneys act as outside general counsel, overseeing complicated federal and state disclosure and filing requirements, and counseling on a broad range of business, commercial and governance matters. We also offer advice in secondary offerings, especially recapitalizations, and refinancings of senior and subordinated debt. Our recapitalizations have frequently involved Rule 144A offerings followed by public exchange offers - a technique Cadwalader has used on behalf of formerly public Fortune 500 companies that recapitalize using Rule 144A placements of high yield debt in contemplation of subsequent public offerings.
Hybrid Securities: Cadwalader is a leader in developing hybrid securities that are treated as indebtedness for tax purposes and qualify as "tier 1 capital" for bank regulatory purposes and for partial equity treatment by the rating agencies, having handled the first such transaction in the marketplace. Cadwalader's lawyers offer our clients the ability to structure similar innovative hybrid offerings customized to specific requirements.
High-Yield Financing Transactions: We also provide clients with expertise in raising funds for operational and transactional purposes through the issuance of investment grade bonds and high yield, non-investment grade bonds that carry a higher yield than investment grade bonds to reflect additional default risk.
Foreign Direct Investment: With our Asian colleagues, we assist clients in all areas of foreign direct investment in China. This includes determining the most effective structure for projects, counseling clients in the evaluation of potential business partners and locations, assisting clients in liaising with the central and local authorities to secure the necessary approvals and licenses, and guiding them through the approval and registration procedures for FDI proposals. We also have in-depth familiarity with PRC laws and regulations which govern joint ventures, wholly foreign-owned enterprises, foreign-invested commercial enterprises, and representative offices, and the rules pertaining to China's restricted industries. We then often oversee the entire life-cycle of client investments in China.
Initial Purchaser's/Lender's Counsel
- BofA Merrill, as initial purchaser of $3.9 billion of senior secured notes of International Lease Finance Corporation (aircraft finance counsel)
- Barclays Capital Inc. as underwriter of Lorillard Tobacco Company’s guaranteed $750 million offering of 8.125% Senior Notes due June 23, 2019.
- Barclays Capital Inc. as underwriter of Lorillard Tobacco Company’s guaranteed $750 million offering of 6.875% Senior Notes due May 1, 2020 and $250 million offering of 8.125% Senior Notes due May 1, 2040.
- Barclays Capital Inc. as underwriter of Lorillard Tobacco Company’s guaranteed $500 million of 3.5% Senior Notes due August 4, 2016 and $250 million of 7% Senior Notes due August 4, 2041.
- Barclays Capital as agent in the out-of-court restructuring of $2 billion senior secured credit facilities for a REIT specializing in automobile dealership properties.
- Wachovia Securities and Lehman Brothers as underwriters of $550 million registered 8.375% Fixed/Floating Rate subordinated notes due 2066 of Enterprise Products Operating L.P. Wachovia Securities, Lehman Brothers, JP Morgan and Citi as underwriters of $700 million registered 7.034% Fixed/Floating Rate subordinated notes due 2068 of Enterprise Products Operating L.P.
- Wachovia Securities and JP Morgan Securities as underwriters of $300 million registered 7% Fixed/Floating Rate subordinated notes due 2067 of Teppco Partners L.P.
- JPMorgan as agent in the out-of-court restructuring of $1.8 billion senior secured credit facilities for an international resort company.
- JP Morgan as initial purchasers of 5.875% Notes due 2012 and 6.400% Notes due 2012 of Pactiv Corporation.
- JP Morgan as initial purchasers of 10% Senior Notes due 2014 of Stewart & Stevenson Inc.
- Goldman Sachs as initial purchasers of 6.25% Senior Notes due 2027 of XL Capital Ltd.
- UBS AG, Stamford Branch, as agent, in connection with a $1.9 billion global multi-currency financing to the owner and operator of international malls.
- Jeffries & Company, Inc. as initial purchaser of $250 million senior notes of casino gaming company (withdrawn).
- US Treasury Auto Task Force in General Motors restructuring, including GM's $33.3 billion DIP financing and $13.4 billion loan facility.
- US Treasury Auto Task Force in Chrysler's restructuring, including Chrysler's $4.1 billion DIP financing and $7.5 billion exit financing.
- Vertis Holdings in its $150 million Debtor-In-Possession Revolving Credit Facility.
- Metals USA, Inc.in the issuance of $275 million aggregate principal amount of 11-1/8% Senior Secured Notes
- Metals USA, Inc.in the issuance of $300 million aggregate principal amount of Senior Floating Rate Toggle Notes
- Lyondell Chemical Company in DIP Financing ($1.52 billion ABL Revolving Credit Facility; $3.25 billion delayed draw term loan; $3.25 billion roll-up term loan).
- Lyondell Chemical Company in the Exit Financing ($2.6 billion of 8% Senior Secured Notes due 2017; $3.25 billion of 11% Senior 3rd Lien Notes due 2018; $1.75 billion ABL Revolving Credit Facility; $500 million term loan; €450 million receivables securitization)
- Major Building Products Company in the issuance for $450 million aggregate principal amount of privately held notes
- Renco Metal, Inc. in the issuance of $150 million aggregate principal amount of Senior Notes
- WCI Steel, Inc. in the issuance of $300 million aggregate principal amount of Senior Secured Notes
- Doe Run Resources Corp. in its $200 million senior notes and $50 million floating interest rate senior notes
- Fleetwood Enterprises in the issuance of in a registered exchange offer for issuer's existing $100 million principal amount of 5% convertible senior subordinated debentures
- CEVA Global Logistics in the issuance of $400 million aggregate principal amount of Senior Second Lien Notes
- Quality Distribution Inc. in the issuance of 10% Series B Senior Subordinated Notes and $125 million aggregate principal amount of 9% Senior Subordinated Notes
- Rockwood Specialties Group, Inc. in the issuance of €375 million of senior subordinated notes and $200 million of senior subordinated notes
- Bunge Limited Finance Corp. in the issuance of $200 million aggregate principal amount of senior notes
- Wakefern Food Corp. in the issuance of $160 million aggregate principal amount of 7.00% Senior Secured Notes
- A group of international and domestic investors, which includes Novartis AG, Caducues Asia Partners, managed by OrbiMed Advisors, Tong Yang Venture Capital Corp., Green Cross Corp., and Saehan Venture Fund, in a Series A $6 million financing of South Korean biotech company PharmAbcine, a developer of antibodies to treat cancer and inflammatory diseases