Radoslaw Michalak
  1. Counsel

Mr. Michalak is counsel in Davis Polk’s Corporate Department. His practice focuses on representing corporations, financial institutions and sovereigns in complex cross-border capital markets transactions, including investment-grade and high-yield debt offerings, IPOs, rights issues and other public and private financings in the U.S. and EMEA. Mr. Michalak's work spans a range of industries, with particular emphasis on the mining and natural resources and financial institutions sectors.

Mr. Michalak also has extensive experience advising clients on tender offers, exchange offers, consent solicitations and other liability management transactions.

Work Highlights

Since joining Davis Polk in 2007, Mr. Michalak has advised clients on a broad range of capital markets transactions, including:

Debt Offerings
  • British American Tobacco's $17.25 billion 144A/Regulation S notes offering
  • Lloyds Banking Group’s $19 billion in AT1, Tier 2 and senior notes offerings (Rule 144A, 4(a)(2) and SEC-registered)
  • Skandinaviska Enskilda Banken’s $14 billion in covered bonds and senior notes offerings (Rule 144A and 3(a)(2))
  • AEGON’s $800 million SEC-registered Tier 2 notes offering
  • Novo Banco’s €400 million Tier 2 notes offering
  • Emirate of Abu Dhabi’s GMTN Program and $10 billion notes offering
  • Airbus' $1.5 billion notes offering
  • Naspers' $1 billion 144A/Regulation S notes offering
  • Imperial Tobacco’s $4.5 billion notes offering
  • Inovyn’s €1.1 billion refinancing, including €300 million high-yield notes offering
  • $1.25 billion and $1 billion notes offerings by a major Danish shipping company
  • Worldpay’s €300 million high-yield notes offering
  • Abengoa’s $450 million, €255 million and €375 million high-yield notes offerings
  • Bacardi’s $300 million and €650 million notes offerings
  • Rio Tinto’s $750 million notes offering
  • Volvo’s $750 million notes offering
  • BBVA’s $1.6 billion notes offering
  • Sasol’s $2.25 billion and $1 billion SEC-registered notes offerings
  • Reliance’s $1.5 billion notes offering
  • Diageo’s $1 billion notes offering
IPO's and Other Equity Offerings
  • HDFC Bank’s $1.8 billion SEC-registered ADS offering
  • Alexander Forbes’s IPO on Johannesburg Stock Exchange
  • Remgro's ZAR 9.3 billion right issue
  • National Bank of Greece’s €2.5 billion and €460 million equity offerings
  • China Nonferrous Mining Corporation’s IPO on Hong Kong Stock Exchange
  • Optimum Coal’s IPO on Johannesburg Stock Exchange
  • Delta Lloyd’s €340 million accelerated bookbuild offering
  • Gold Fields’s ZAR 2.5 billion accelerated bookbuild offering
  • Skandinaviska Enskilda Banken’s SEK 15 billion rights offering
Liability Management Transactions
  • GE's $36 billion exchange offer (the largest debt exchange offer in history)
  • Novo Banco's exchange offer, tender offer and consent solicitation
  • A major British financial institution's:
    • SEC-registered cash tender offer (ECNs) 
    • $600 million 5-day cash tender offer 
    • $1.5 billion debt-for-debt exchange offer 
    • SEC-registered exchange offer (ECNs for new AT1 securities) 
    • $760 million debt-for-equity exchange offer 
  • SABMiller’s consent solicitation in connection with £79 billion takeover by Anheuser-Busch InBev 
  • National Bank of Greece’s debt-for-equity exchange offer 
  • Ahold Delhaize's cash tender offer
  • UBS AG’s CHF, EUR and USD cash tender offers
  • Royal Bank of Scotland’s $2.5 billion cash tender offer
  • Rio Tinto’s $3 billion, $1.5 billion and $1.9 billion cash tender offers
  • ArcelorMittal’s $1.5 billion, $750 million and €600 million cash tender offers 
  • Philips's $400 million cash tender offer
  • AngloGold Ashanti’s $810 million and $750 million cash tender offers
  • CRH’s $1.6 billion and $800 million cash tender offers
  • Roche’s $1 billion, €2.2 billion and €250 million cash tender offers
  • Gold Fields’s $200 million cash tender offer 
  • Delhaize Group’s $450 million cash tender offer
  • eDreams ODIGEO’s cash tender offer
  • Beam Suntory’s cash tender offer

Of Note

  • Co-author, “New SEC guidance for shortened debt tender offers: Implications for European liability management transactions”, The International Debt Capital Markets Handbook – 2015
  • Co-author, “Bond offerings and liability management exercises by sovereign and quasi-sovereign issuers”, The International Debt Capital Markets Handbook – 2019

Professional History

  • Counsel, 2015present
  • Associate, 2007–2015

Bar Admissions

  • State of New York


  • J.D., University of Warsaw, Faculty of Law and Administration, 2005
  • LL.M., Columbia Law School, 2007
    • Harlan Fiske Stone Scholar
    • Member, Columbia Journal of European Law


  • English
  • Polish