Our Approach

 
Our lawyers routinely rank among the leading advisers of U.S. and non-U.S. issuers and underwriters on the issuance of high-yield debt, both SEC-registered and under Rule 144A/Regulation S. Clients regularly retain our lawyers in this area because of the creativity and insight we bring to high-yield transactions. For example, Davis Polk helped pioneer the technique of privately placing notes under Rule 144A and following with a registered exchange offer, a strategy now used in a majority of all high-yield financings.

Awards and Rankings

  • We have advised the issuer on the largest high-yield debt deal in history (Freeport McMoRan) and on the largest-ever high-yield debt offering by a emerging markets issuer (Digicel) and advised the underwriters on the largest-ever high-yield debt offering by a European issuer (NXP), a Latin American issuer (Vitro) and an Asian issuer (Evergrande Real Estate Group). We have also advised on more Asian high-yield debt deals than any other law firm.

  • Davis Polk ranked 3rd as manager’s counsel in global and U.S. high-yield corporate debt offerings in 2010 (Thomson Reuters).

Notable Matters

  • Freeport-McMoRan Copper & Gold. We advised Freeport-McMoRan Copper & Gold, a New Orleans-based international mining company, on its $6 billion offering of high-yield senior notes in connection with its acquisition of Phelps Dodge. This is the largest high-yield debt offering in history.
  • Evergrande Real Estate Group. We advised the initial purchasers on a RMB9.25 billion Regulation S offering of high-yield notes by Evergrande Real Estate Group, one of the largest developers of residential property projects in China. This is the largest-ever high-yield debt offering by an Asian issuer.
  • Momentive Performance Materials. We advised the initial purchasers on an $828 million aggregate Rule 144A/Regulation S offering of high-yield notes by Momentive Performance Materials, a producer of silicones and silicone derivatives, and a $440 million Rule 144A/ Regulation S offering of high-yield notes by Momentive Specialty Chemicals (formerly Hexion Specialty Chemicals), a producer of thermosetting resins.
  • Warner Chilcott. We advised Warner Chilcott, a leading specialty pharmaceutical company currently focused on the gastroenterology, women's health care, dermatology and urology segments of the U.S. and Western European pharmaceuticals markets, on its $2.25 billion leveraged recapitalization, including a $750 million Rule 144A offering of high-yield senior notes. We also advised Warner Chilcott on a subsequent $500 million Rule 144A offering of high-yield senior notes.
  • NXP Semiconductors. We advised the initial purchasers on a $1 billion Rule 144A/Regulation S offering of high-yield senior secured notes by NXP Semiconductors, a Dutch provider of application-specific semiconductors, including system solutions and semiconductor components internationally.
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