Capital Markets

Our capital markets practice is ranked among the world’s best. Leading international corporations and the world’s largest financial institutions look to our lawyers for advice on securities offerings of all kinds around the world. We have substantial experience in the most complex securities transactions that require highly creative and sophisticated advice, such as novel equity derivative products and cross-border, multi-listed IPOs.

Our extensive experience with the U.S. Securities and Exchange Commission (SEC) provides clear insight into regulatory considerations in offerings of all types; this has frequently enabled us to obtain regulatory relief for our clients. Our leadership in capital markets has put us in the position to comment with significant impact on many important financial regulatory developments throughout history, from the inception of federal securities regulation in the 1930s through developments such as Rule 144A, Regulation S, Regulation M and Sarbanes-Oxley, and most recently the 2008 Emergency Economic Stimulus Act (EESA), Troubled Asset Repurchase Program (TARP) and the JOBS Act.

JOBS Act Resource Center

On April 5, 2012, the President signed into law the Jumpstart Our Business Startups Act (the “JOBS Act”). 

The JOBS Act includes provisions that ease the IPO process and subsequent public reporting obligations for emerging growth companies ("EGCs"), loosen restrictions on pre-IPO EGC research, direct the SEC to deregulate publicity restrictions around private offerings and increase the shareholder threshold requiring a private company to begin public reporting. 

The JOBS Act is the most significant Congressional relaxation in memory of restrictions surrounding the IPO process, public company reporting and private capital formation. Interpretive questions are expected as implementation of the law continues. 

To make analysis of the JOBS Act easier, Davis Polk has prepared the following resources to help institutions and market participants understand the new requirements and stay informed about important dates and upcoming deadlines in the implementation process. We will continue to update this collection as implementation of the JOBS Act progresses.

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Recognition

  • “Americas Law Firm of the Year” – 2012 and 2013 IFLR Americas Awards; we are the first firm to win this award in two consecutive years
  • “Debt and Equity-Linked Team of the Year” – 2012, 2013 and 2014 IFLR Americas Awards; we are the first firm to win this award in three consecutive years
  • “Most Innovative U.S. Firm” – 2014 IFLR Asia Awards
  • “2014 U.S. Law Firm of the Year” – Global Capital Derivatives (formerly Derivatives Week)
  • “Securities Group of the Year” – 2013 Law360 Awards
  • We are regularly ranked at the top of the capital markets league tables. In fact, according to Bloomberg, we ranked 1st in 13 Global and U.S. categories – more than any other firm.

    Our highlights include:
    • 1st as issuer’s and managers’ counsel in 1H 2014 in: 
      • U.S. Debt, Equity and Equity-Related – Thomson Reuters
      • U.S. Equity-Linked – Bloomberg
      • U.S. Straight Debt – Thomson Reuters
      • U.S. Corporate Debt – Thomson Reuters and Bloomberg
    • 1st as issuer’s counsel in 1H 2014 in:
      • Global IPOs – Thomson Reuters
      • Asia Pacific Bonds – Thomson Reuters
    • 1st as managers’ counsel in 1H 2014 in:
      • Global Equity and Equity-Related – Thomson Reuters and Bloomberg

      • Global Common Stock – Thomson Reuters

      • Global Secondary Offerings – Thomson Reuters

      • Global Bonds - Bloomberg

      • U.S. Convertible Offerings – Thomson Reuters
      • EMEA Common Stock – Thomson Reuters
      • EMEA Secondary Offerings – Thomson Reuters
      • Asia Equity and Equity-Related Offerings – Thomson Reuters
      • Asia Secondary Offerings – Thomson Reuters
    • 1st among U.S. firms as issuer’s and managers’ counsel in 1H 2014 in:
      • Global Debt, Equity and Equity-Related – Thomson Reuters

      • Global Straight Debt – Thomson Reuters

      • Global Investment-Grade Corporate Debt – Thomson Reuters

      • Asia G3 Bonds – Bloomberg

    • 1st among U.S. firms as issuer’s counsel in 1H 2014 in EMEA IPOs – Thomson Reuters and Bloomberg

    • 1st among U.S. firms as managers’ counsel in 1H 2014 in:

      • Global Convertible Offerings – Thomson Reuters

      • EMEA Equity and Equity-Related Offerings – Thomson Reuters

      • All International Investment-Grade – Thomson Reuters

      • Asia Common Stock – Thomson Reuters

      • Asia IPOs – Thomson Reuters and Bloomberg

      • Asia Convertible Offerings – Thomson Reuters

      • Euromarket Bonds – Bloomberg

Notable Matters

  • American International Group ($47 billion). We advised the United States Department of the Treasury, as selling shareholder, on the $20.7 billion SEC-registered common stock offering of American International Group. This was the largest common stock offering in U.S. history. We also advised the Treasury on an aggregate of over $26 billion of SEC-registered common stock offerings of AIG.

  • General Motors Co. ($23.1 billion). We advised the underwriters on an initial public offering of common stock and convertible junior preferred stock of General Motors Company. This is the largest IPO by a U.S. issuer in history.

  • Agricultural Bank of China ($22 billion). We advised Agricultural Bank of China, a leading commercial bank in China in terms of total assets, loans and deposits, on its Rule 144A/Regulation S global IPO and dual listing of H shares and A shares. This is the third-largest IPO in history and the second-largest by an Asian issuer.

  • AIA Group Limited (HK$159 billion/US$20.5 billion). We advised the Federal Reserve Bank of New York (FRBNY) in connection with the global offering by AIA Group Limited, consisting of an initial public offering on the Hong Kong Stock Exchange and an international offering in reliance on Rule 144A and Regulation S. This is the largest-ever IPO on the Hong Kong Stock Exchange.

  • Cisco Systems ($8 billion). We advised the joint bookrunners on an SEC-registered offering of notes by Cisco Systems, a designer, manufacturer and seller of Internet Protocol-based networking and other products. This is one of  the largest corporate debt offerings to date in 2014.

  • CNOOC ($8 billion). We advised CNOOC on a $4 billion Rule 144A/Regulation S offering of guaranteed notes and a previous $2 billion Rule 144A/Regulation S offering of guaranteed notes by its wholly owned subsidiary, CNOOC Finance. CNOOC is an upstream company specializing in the exploration, development and production of oil and natural gas, and a dominant oil and natural gas producer in offshore China. We also advised the initial purchasers on an earlier $2 billion Rule 144A/Regulation S offering of notes by CNOOC Finance.

  • Banco Santander (Brasil) ($7.5 billion). We advised Banco Santander (Brasil) on its SEC-registered initial public offering of units. This is the largest-ever IPO by a Latin American issuer.

  • BB Seguridade ($5.7 billion). We advised the joint bookrunners on a Rule 144A/Regulation S IPO of common shares of BB Seguridade, the insurance arm of Banco do Brasil, the largest bank in Latin America in terms of total assets. BB Seguridade's IPO is the second-largest initial public offering ever by a Latin American issuer and the largest global initial public offering in 2013.

  • Santander Mexico ($4.1 billion). We advised Grupo Financiero Santander México, the second-largest financial services holding company in Mexico, on its $4.1 billion global offering, which included a $3.3 billion SEC-registered IPO of ADSs and a $780 million offering of Series B shares. This was the largest equity offering in Latin America in 2012, the largest-ever IPO by a Mexican issuer and the third-largest IPO in the world in 2012.

  • LyondellBasell Industries ($4 billion). We advised the initial purchasers on a $3 billion and a $1 billion Rule 144A/ Regulation S offering of high-yield senior notes by LyondellBasell Industries, the world’s third-largest independent chemical company based on revenues and an industry leader in many of its product lines. We also advised the dealer managers in connection with Lyondell Chemical Company’s cash tender offer and consent solicitation for its 8% senior secured notes due 2017 and its 11% senior secured notes due 2018. 

  • PPL Corporation ($3.65 billion). We advised the lead managers on concurrent SEC-registered offerings of common stock and equity units by PPL Corporation, a Pennsylvania-based electric utility company. The transaction represents the largest-ever registered equity offering by a U.S. utility company.

  • PICC ($3.6 billion). We advised The People’s Insurance Company (Group) of China (PICC) on its Rule 144A/Regulation S IPO of common stock and HKSE listing. PICC is a leading large-scale integrated insurance financial group in China. This is the largest IPO in Hong Kong and the largest IPO of a PRC company in the past two years.

  • China Everbright Bank ($3.2 billion). We advised the underwriters on the HK$24.9 billion ($3.2 billion) Rule 144A/ Regulation S IPO of shares of China Everbright Bank, one of the most innovative commercial banks in China. This is one of the largest-ever IPOs in Hong Kong and the largest IPO of a PRC company in 2013.

  • Google ($4 billion). We advised the joint book-running managers on Google’s $3 billion debut SEC-registered notes offering, and a subsequent $1 billion SEC-registered notes offering by Google.

  • Hilton Worldwide ($2.7 billion). We advised the underwriters on the IPO and NYSE listing of the common stock Hilton Worldwide Holdings, one of the largest and fastest growing global hospitality companies. The offering is the largest-ever IPO in the hotels and lodging sector.

  • Zoetis ($2.6 billion). We advised the underwriters on the SEC-registered IPO of Class A common stock of Zoetis, a global leader in the discovery, development, manufacture and commercialization of animal health medicines and vaccines. We also advised the underwriters on the $11.5 billion exchange offer of Pfizer’s 400.985 million shares of common stock for shares of Zoetis. This is the largest splitoff in history.

  • Twitter ($2.1 billion). We advised the underwriters on the IPO of Twitter, a global platform for public self-expression and conversation in real time. Twitter’s common stock is traded on the New York Stock Exchange under the symbol “TWTR.” This was the largest technology IPO worldwide in 2013, as well as one the largest and most well-known of U.S. IPOs in 2013.

  • Banco do Brasil ($1.75 billion). We advised the initial purchasers on a $1 billion offering and $750 million reopening of Tier 1 perpetual non-cumulative junior subordinated securities by Banco do Brasil, the largest bank in Latin America in terms of total assets. This transaction was the first issuance ever by a Latin American bank of Tier 1 capital securities structured to comply with the expected implementation of Basel III.

  • Royal Mail (£1.7 billion). We advised Royal Mail, the leading provider of postal and delivery services in the U.K., on its Rule 144A/Regulation S IPO of ordinary shares and London listing. The offering is the largest privatization conducted by the U.K. government since the early 1990’s, and London’s largest public offering in 2013.

  • Microsoft ($1.25 billion). We advised the initial purchasers on a Rule 144A offering of zero coupon convertible senior notes by Microsoft. We also advised counterparties to capped call transactions with Microsoft in connection with the convertible senior notes offering.

  • Manchester United ($233 million). We advised the joint book-running managers on the SEC-registered IPO of Class A ordinary shares of Manchester United, one of the most popular and successful sports teams in the world.

  • Delek Group ($2 billion).  We advised subsidiaries of the Delek Group on a $2 billion senior secured notes offering. The Delek Group, one of Israel’s dominant integrated energy companies, is a pioneering leader in natural gas exploration and production activities in the Eastern Mediterranean’s Levant Basin. The transaction is the largest USD, investment-grade project bond issuance to date. 
  • Citizens Financial Group ($3.5 billion). We advised the Citizens Financial Group on its $3.462 billion IPO and NYSE listing of common stock. We also advised The Royal Bank of Group on certain matters related to its separation from Citizens. The transaction represents the largest initial public offering by a bank in the United States in over a decade and the largest IPO by a U.S. issuer so far this year. 
  • Synchrony Financial ($3 billion). We advised the global coordinators on the $2.88 billion SEC-registered IPO of common stock of Synchrony Financial, the largest provider of private label credit cards in the United States based on purchase volume and receivables. This is the second-largest IPO by a U.S. issuer to date in 2014. 
  • NN Group (€1.88 billion). We advised the underwriters on a €1.88 billion Rule 144A/Regulation S IPO of ordinary shares of NN Group, an insurance and investment management company headquartered in the Netherlands. This transaction is the largest European IPO so far in 2014