Capital Markets

We structure and execute capital markets transactions when the issuer is a U.S. or international financial institution. We are experts in global debt and equity offerings and the specialized disclosure obligations and accounting rules applicable to financial institutions. As a result, we can help simplify the process of interpreting and complying with these requirements. We have been leaders in developing and executing a wide range of the most complex and important capital securities, derivatives and other structured products.

Equity Offerings and Privatizations

We have worked on some the largest and most important U.S. and global initial public offerings (IPOs) by U.S. and international banks, insurance companies and other financial institutions.

Capital Securities, Derivatives and Other Structured Products

We have been leaders in the development of a wide range of the most complex and important capital securities, derivatives and other structured products issued by banks, insurance companies and other financial institutions, including:

Tax-advantaged preferred, trust preferred and other hybrid securities designed to obtain tax deductibility and Tier 1 or other core equity capital credit for U.S. and non-U.S. bank, securities and insurance regulatory capital or rating agency purposes (e.g., Moody's Basket C or D)
Principal-protected and non-principal-protected equity- and credit-linked CDs and note programs, including SEC-registered, Rule 144A, Section 3(a)(2), Section 4(2) and other exempt programs
Soft capital products
The first globally distributed GIC-backed note program and various derivatives based on GIC-backed notes

Senior, Subordinated and High-Yield Debt

We represent many of the world's leading financial institutions in their regular senior and subordinated debt offerings.

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Davis Polk had more #1 capital markets rankings than any other firm in the first half of 2008, according to both Thomson and Bloomberg.
Davis Polk was named “Law Firm of the Year” in 2008 in Structured Products’ American Awards.
Davis Polk worked on four capital markets transactions that were named “Deal of the Year” for 2007 by International Financing Review.

$5.75 billion debt offering guaranteed under the FDIC’s Temporary Liquidity Guarantee Program by Morgan Stanley
$20 billion separate offerings of common stock, equity units and hybrid securities by AIG.
$19.65 billion initial public offering of Visa — this is the largest US IPO in history and the second-largest IPO ever
$15.3 billion offering by UBS, consisting of a rights offering to UBS’s existing shareholders and an offering of the shares not subscribed for in the rights offering
$6.9 billion SEC-registered offering of non-cumulative perpetual convertible preferred stock by Bank of America
$1 billion SEC-registered offering of convertible preferred stock by Sallie Mae
$16.1 billion Rule 144A/Regulation S initial public offering of H shares by the Industrial & Commercial Bank of China, the largest bank in China, which along with a simultaneous $5.9 billion domestic offering is the largest IPO in history
$1.15 billion SEC-registered common stock offering and $1 billion Rule 144A/Reg S offering of surplus notes by MBIA, a financial guarantor, as part of its capital plan to address rating agency requirements
$3 billion SEC-registered offering of perpetual preferred shares, convertible into common stock, by Washington Mutual
$9.2 billion Rule 144A/Regulation S initial public offering of H shares by China Construction Bank, the first IPO by one of the “big four” Chinese commercial banks
$3.1 billion Rule 144A/Regulation S initial public offering of common stock by Aozora Bank, a leading Japanese bank, formerly known as Nippon Credit Bank
$ 1.925 billion SEC-registered offering of trust-preferred securities by Morgan Stanley Capital Trust VII and Morgan Stanley Capital Trust VIII, structured to comply with Tier 1 capital requirements and Moody’s Basket C
$4.58 billion SEC-registered offerings by AIG of its junior subordinated debt, structured to comply with Tier 1 capital requirements and Moody’s Basket D
$1 billion SEC-registered offering by The Travelers Companies of junior subordinated debentures, structured to comply with Tier 1 capital requirements and Moodys Basket D
$1 billion Rule 144A/Reg S offering of junior subordinated notes by Liberty Mutual Group. The notes were the first offering of hybrid securities by a mutual holding company, and also the first by a group that is not a ’34 Act filer. Innovative structural elements were development in cooperation with the rating agencies to address these circumstances
$250 million SEC-registered offering of trust preferred securities by a subsidiary of Huntington Bancshares, structured to comply with Tier 1 capital requirements and Moody’s Basket D
$600 million SEC-registered offering of trust-preferred securities by Deutsche Bank Capital Funding Trust VIII, a wholly owned subsidiary of Deutsche Bank AG, this is Deutsche Bank AG's first SEC use of the U.S. public capital markets since its listing on the New York Stock Exchange in 2001 and the first use of a WKSI shelf by a German issuer
$441 million SEC-registered initial public offering of common stock by NYMEX Holdings, Inc., the largest physical commodity-based futures exchange and clearinghouse in the world
$3.4 billion SEC-registered offering by GE Financial Assurance Holdings, an indirect subsidiary of the General Electric Company, of common stock of Genworth Financial, a leading U.S. insurance company