Corporate Finance

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 UK 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.

  • Pershing Square Tontine Holdings in its $4 billion initial public offering, the largest-SPAC IPO of all time, for which partners Steve Fraidin and Greg Patti were named “Dealmakers of the Year” by The American Lawyer.
  • Thoma Bravo Advantage in its $1 billion initial public offering.
  • Cybereason in its Series E and F financings.
  • Mason Industrial Technology in its $500 million initial public offering.
  • Howard Hughes in a $1.3 billion senior notes offering, comprising a $650 million Rule 144A/Reg S offering of 4.125% senior notes due 2029 and a $650 million Rule 144A/Reg S offering of 4.375% senior notes due 2031; in a $100 million SEC-registered follow-on equity offering; in an up to $500 million private placement offering of common shares to funds managed by Pershing Square; in a $320 million underwritten public secondary offering of 2.5 million shares by Pershing Square; in a $750 million Rule 144A/Reg S offering of 5.375% senior unsecured notes due 2028; in a $200 million Rule 144A/Reg S add-on offering of 5.375% senior unsecured notes due 2025; and in an $800 million Rule 144A/Reg S offering of 5.375% senior notes due 2025 and concurrent cash tender offer and consent solicitation for any and all of the $750 million aggregate outstanding principal amount of its 6.875% senior notes due 2021.
  • Kingsland in a $250 million mandatorily convertible loan facility, along with United Airlines, for Avianca as part of Avianca's successful completion of a comprehensive liquidity program that re-profiled over $4.5 billion of lease and debt obligations.
  • two in its $200 million initial public offering.
  • The underwriters in a $700 million public offering of 5.00% senior notes and a $500 million public offering of 4.875% senior notes by Navient.
  • AngioDynamics in an underwritten public secondary offering of 2.25 million common shares by Avista Capital and affiliated investment funds.
  • Oppenheimer and Morgan Stanley as initial purchasers in a $400 million offering of 6.875% senior secured notes due 2027, collateralized by airport passenger charges and the Company’s rights to receive payments from the Government of Argentina in the event the Company’s concession to operate the airports is terminated, expropriated or redeemed.
  • Élan in an $850 million Rule 144A senior notes offering.
  • Cigna in a $900 million public offering of 3.250% senior notes.
  • Fintech Ecosystem Development Corp. in its $115 million initial public offering.
  • Wheeler Real Estate Investment Trust in two “modified Dutch auction” cash tender offers for its outstanding 8.75% Series D Cumulative Convertible Preferred Stock and in a non-transferable subscription rights offering to purchase up to $30 million of 7.00% senior subordinated convertible notes due 2031.
  • The Medicines Company in a $402.5 million Rule 144A/Reg S offering of convertible senior notes.
  • Population Health Investment Co. in its $150 million initial public offering.
  • Safe Bulkers in its $23.5 million SEC-registered at-the-market offering program for its shares of common stock.

40 Attorneys

Batterson, Angela L. Partner New York
T. +1 212 504 6539
Bevilacqua, Louis J. Senior Counsel New York
T. +1 212 504 6057
Cox, Christopher T. Senior Counsel New York
T. +1 212 504 6888
Cuthbertson, Sophie K. Partner Washington
T. +1 202 862 2341
Denyer, Joe Associate London
T. +44 (0) 20 7170 8673
Gambro, Michael S. Partner New York
T. +1 212 504 6825
Gemmell, Shelby Associate London
T. +44 (0) 20 7170 8674
Goldstein, Stuart N. Partner Charlotte
T. +1 704 348 5258
New York
T. +1 212 504 6316
Harris, William Staff Attorney Charlotte
T. +1 704 348 5305
Hodzic, Emina Associate London
T. +44 (0) 20 7170 8662
Hogan, Erica Partner New York
T. +1 212 504 6645
Hoggett, James Associate London
T. +44 (0) 20 7170 8577
Hutchinson, Samantha Partner London
T. +44 (0) 20 7170 8580
Johnston, Louise Associate London
T. +44 (0) 20 7170 8692
Jubin, Gregg Partner Washington
T. +1 202 862 2485
Kroske, William Associate Charlotte
T. +1 704 348 5111
LaBrun, Henry A. Partner Charlotte
T. +1 704 348 5149
Lenkowsky, Steven Counsel New York
T. +1 212 504 6127
Mascherin, Joseph Associate Charlotte
T. +1 704 348 5177
Mazenier, Matthew Associate London
T. +44 (0) 20 7170 8623
McCurrach, Braden Partner New York
T. +1 212 504 6788
McShane, Katie Special Counsel New York
T. +1 212 504 6670
Metcalfe, Bevis Partner London
T. +44 (0) 20 7170 8695
Mills, William P. Partner New York
T. +1 212 504 6436
Nagle, Jeffrey Partner Charlotte
T. +1 704 348 5267
Olunowo, Ade Associate London
T. +44 (0) 20 7170 8542
Oosterhouse, Kurt T. Partner Charlotte
T. +1 704 348 5172
New York
T. +1 212 504 6172
Parker, Nathan Partner London
T. +44 (0) 20 7170 8568
Patti, Gregory P. Jr. Partner New York
T. +1 212 504 6780
Pauquette, Lisa Partner New York
T. +1 212 504 6298
Pelling, George Associate London
T. +44 (0) 20 7170 8569
Pilcher, Carla Associate London
T. +44 (0) 20 7170 8648
Polverino, Frank Partner New York
T. +1 212 504 6820
Quinn, Patrick T. Partner New York
T. +1 212 504 6067
Ramphal, Nick Partner New York
T. +1 212 504 6049
Rotblat, Y. Jeffrey Partner New York
T. +1 212 504 6401
Schacter, Ira J. Partner New York
T. +1 212 504 6035
Smith, Matthew Partner London
T. +44 (0) 20 7170 8530
Sugden, William Associate London
T. +44 (0) 20 7170 8682
Weidner, Neil J. Partner New York
T. +1 212 504 6065