Derek Walters
  1. Partner

Mr. Walters is a partner in Davis Polk’s Corporate Department, practicing in the Derivatives and Structured Products Group.  He advises financial institutions, companies and investors on equity derivatives and other structured transactions, including convertible notes, margin loans secured by significant positions in public companies, over-the-counter derivatives and structured products.  His practice encompasses transaction execution as well as product development and regulatory compliance.

Work Highlights

Mr. Walters’ recent experience includes the following representations:

Convertible Notes
  • Underwriter in $200 million convertible note offering by Intrexon Corporation and concurrent offering of common stock issued pursuant to a share lending agreement
  • Initial purchasers in $650 million convertible note offering by Momo Inc.
  • Initial purchaser in $2.5 billion convertible note offering by DISH Network Corporation
  • Initial purchasers in $270 million convertible note offering by MINDBODY, Inc.
  • Initial purchaser in $150 million convertible note offering by EZCORP, Inc.
  • Initial purchasers in $250 million convertible note offering by Teladoc, Inc.
  • Underwriters in $275 million convertible note offering by Cleveland-Cliffs Inc.
  • Investor in connection with exchange offer and new investment in convertible notes issued by Protalix BioTherapeutics, Inc.
  • Investor in connection with exchange offer of convertible notes issued by Teligent, Inc.
  • Underwriters in $110 million convertible note offering by Horizon Global Corporation
  • Initial purchasers in $87.5 million convertible note offering by Newpark Resources, Inc.
  • Underwriters in $350 million convertible note offering by Macquarie Infrastructure Corporation
  • Initial purchasers in $300 million convertible note offering by Insulet Corporation
  • Initial purchasers in $250 million convertible note offering by Cypress Semiconductor Corporation
Margin Loans
  • Lenders in $3 billion margin loan to a subsidiary of Altaba Inc. secured by American Depositary Shares representing ordinary shares of Alibaba Group Holding Limited
  • Lenders in $2 billion margin loan to a subsidiary of Dell Technologies Inc. secured by shares of VMware, Inc.
  • Lenders in $350 million margin loan to a subsidiary of Blackstone secured by shares of common stock of Hudson Pacific Properties, Inc. and units of limited partnership interest in Hudson Pacific Properties, L.P.
  • Lender in margin loans to founder and executive officers of Diamond Resorts International, Inc. secured by shares of common stock of Diamond Resorts International, Inc.
  • Lenders in margin loans secured by common and preferred units of master limited partnerships
Over-The-Counter Derivatives
  • Dealers in capped call and prepaid forward transactions entered into with Plug Power Inc. in connection with issuance of convertible notes
  • Dealers in call spread transactions entered into with Blackhawk Network Holdings, Inc. in connection with issuance of convertible notes
  • Dealer in covered call transaction entered into with affiliate on shares of MGM Resorts International
  • Ad hoc group of swap dealers in connection with industry standard pre-trade disclosures provided by dealers to derivative counterparties
  • Advised various clients on matters related to credit default swaps
Structured Products
  • Multiple large financial institutions in over $20 billion of structured product issuances
  • Wide range of transactions including exchange-traded notes, proprietary indices, SEC-registered notes designed for retail investors and bespoke 144A and Reg. S products designed for institutional investors

Professional History

  • Davis Polk since 2011
  • Partner, 2018 - present
  • Counsel, 2014 - 2018
  • Associate, 2011 - 2014
  • Associate, Cravath, Swaine & Moore, 2006-2011

Bar Admissions

  • State of New York

Education

  • A.B., Economics and Political Science, University of Georgia, 2001
  • J.D., Yale Law School, 2006