Derek Walters
  1. Partner

Mr. Walters is a partner in Davis Polk’s Corporate Department, practicing in the Derivatives & 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

  • Partner, 2018-present
  • Counsel, 2014-2018
  • Associate, Davis Polk, 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