High-Yield Debt Offerings

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.

We have advised the:

  • Largest high-yield debt offering in history (Freeport McMoran)
  • Largest-ever high-yield debt offering by a European issuer (NXP)
  • Largest high-yield debt offering by a Latin American issuer (OGX)
  • Largest-ever high-yield debt offering by an Asian issuer (Evergrande Real Estate)
  • Largest-ever high-yield debt offering by a Caribbean issuer (Digicel)

Recognition

  • IFLR Americas Awards – “Americas Law Firm of the Year” and “Debt and Equity-Linked Team of the Year”; we are the first firm to win these awards for two consecutive years. 2012 and 2013

  • 2nd as managers’ counsel in 2013 in:

    • U.S. High-Yield Debt – Bloomberg

Notable Matters

  • AmeriGas Partners ($1.55 billion). We advised the underwriters on an SEC-registered offering of high-yield senior notes by AmeriGas Partners, a publicly traded limited partnership and one of the largest retail propane distributor in the United States.

  • Hilton Worldwide ($1.5 billion). We advised the initial purchasers on a Rule 144A/Regulation S offering of high-yield notes by Hilton Worldwide, one of the largest and fastest growing global hospitality companies, with its flagship Hilton Hotels & Resorts brand ranked as the most recognized hotel brand in the world. The proceeds of the notes were used, together with the proceeds from certain other financing transactions and available cash, to refinance substantially all outstanding debt of Hilton and to pay-related transaction expenses.

  • Digicel Group ($1.5 billion). We advised Digicel Group, a provider of wireless communications services in the Caribbean and South Pacific regions, on its $1.5 billion Rule 144A/Regulation S offering of senior notes. This was the largest-ever high-yield debt offering by a Caribbean issuer.

  • E*TTRADE ($1.3 billion). We advised E*Trade on its SEC-registered high-yield senior notes offering. E*TRADE is a financial services company that provides online brokerage and related products and services primarily to individual retail investors.

  • Evergrande Real Estate Group (RMB9.25 billion). We advised the initial purchasers on a 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.

  • NXP Semiconductors ($1 billion). We advised the initial purchasers on a 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.

  • Hypermarcas ($750 million). We advised Hypermarcas, one of the largest consumer goods companies and the leading health care consumer company in Brazil, on its Rule 144A/Regulation S offering of senior notes.

  • Equinix ($1.5 billion). We advised Equinix, a provider of global data center services, on its offering of high-yield notes.

  • Mongolian Mining Corporation ($600 million). We advised Mongolian Mining Corporation on a $600 million Rule 144A/Regulation S offering of senior guaranteed high-yield notes. Concurrently, we also advised Mongolian Mining Corporation as borrower in connection with its English-law-governed secured term loan facilities of up to $300 million. Mongolian Mining Corporation is a leading Asian coking coal mining company engaged in the open-pit mining of coking coal at deposits in South Gobi Province, Mongolia.

  • Synovus Financial ($300 million). We advised Synovus Financial on its $300 million offering of senior notes. Synovus is a diversified financial services company and a registered bank holding company based in Columbus, Georgia.