We have extensive experience advising issuers, underwriters, selling shareholders and others on all capital markets transactions and products, including:
IPOs and Other Equity
S&C is a leading Firm for IPOs, having worked on more than 700 IPOs globally, including six of the 10 largest of all time. We advise on all types of equity transactions, from follow-on and secondary offerings to equity-linked securities and equity derivatives.
Debt
S&C is the #1 ranked law firm representing issuers in global bonds from 2018-2022, with more than $412 billion in transaction value (Bloomberg). We advise on investment grade, high-yield, medium-term notes, sovereign debt and sustainability, social and green bond offerings.
Corporate Governance and Disclosure
We regularly counsel clients on evolving corporate governance and disclosure matters and the impact ESG considerations may have on their businesses and stakeholder relationships. Our experience includes advising on the use of frameworks; changes in rules and enforcement activity relating to governance, cybersecurity, climate and human capital; preparing for and responding to shareholder proposals; and the development of new disclosure.
As SPACs have become a commonly-used tool for capital formation and deployment, and have faced increasing regulatory and market scrutiny, S&C has remained at the forefront. We offer insight on the careful planning required to drive each step of the life of a SPAC or a company seeking to go public through a de-SPAC transaction to a successful completion.
PIPEs
S&C advises investors, issuers and placement agents on the entire range of financial products, including common stock, convertible preferred stock, convertible debt and warrants.
Read more about our leading Corporate Governance, SPACs and ESG practices.
IPOs and Listings
- The underwriters for 29Metals Limited (Australia) on its A$528 million Rule 144A/Reg S IPO and ASX listing (2021) (at the time, the largest Australian IPO of a mining company in more than a decade)
- ABOUT YOU (Germany) on its €842 million Rule 144A/Reg S IPO and FWB listing (2021)
- The underwriters and certain selling shareholders for Alibaba Group Holding (China) on its $25.0 billion IPO and NYSE listing (2014) (the second-largest IPO in the world)
- AUTO1 Group SE (Germany) on its €1.8 billion Rule 144A/Reg S IPO and FWB listing (2021)
- The underwriters for AXA Equitable Holdings (n/k/a Equitable Holdings Inc.) (U.S.) on its $3.16 billion SEC-registered IPO, spin-off from AXA S.A. and NYSE listing (2018) (the largest U.S. IPO of the year)
- The AZEK Company Inc. (U.S.) on its $879.5 million SEC-registered IPO and NYSE listing (2020)
- Budweiser Brewing Company APAC Limited (Hong Kong) on its $5.75 billion Rule 144A/Reg S IPO, spin-off from Anheuser-Busch InBev S.A./N.V. and HKSE listing (2019) (the largest Hong Kong IPO of the year)
- China Mobile Limited (China) on its RMB 51.98 billion ($8.2 billion) IPO and listing on the Main Board of the Shanghai Stock Exchange (2022) (the third-largest IPO globally in 2022)
- The underwriters for Clear Secure, Inc. (U.S.) on its $470.6 million SEC-registered IPO and NYSE listing (2021)
- The underwriters for Confluent, Inc. (U.S.) on its $828 million SEC-registered IPO and Nasdaq listing (2021)
- Daimler Truck Group (Germany) on its spin-off from Daimler AG and the Frankfurt listing of Daimler TruckHolding AG (Germany), 2021
- Douglas Elliman Inc. (U.S.) on its spin-off from Vector Group Ltd. (U.S.) and NYSE listing (2021)
- The underwriters for Levi Strauss & Co. (U.S.) on its $717 million SEC-registered IPO and NYSE listing (2019)
- Majorel Group Luxembourg S.A. (Luxembourg) on its €759 million Rule 144A/Reg S IPO, private placement and Euronext Amsterdam listing (2021)
- The underwriters for Nuix Limited (Australia) on its A$953 million Rule 144A/Reg S IPO and ASX listing (2020) (the largest Australia IPO in 2020)
- The underwriters for ON24, Inc. (U.S.) on its $492.3 million SEC-registered IPO and NYSE listing (2021)
- The underwriters for Shenzhen Hepalink Pharmaceutical Group Co., Ltd. (China) on its $523 million Rule 144A/Reg S IPO and HKSE listing (2020) (the largest Hong Kong healthcare IPO of the year)
- SoftBank Corporation (Japan) on its ¥2.65 trillion Rule 144A/Reg S IPO and TSE listing (2018) (the third-largest IPO in the world)
- SoftBank Group Corp. (Japan) as selling shareholder on its subsidiary, Arm Holdings plc’s (U.K.) $5.23 billion SEC-registered IPO and Nasdaq Global Select Market listing (2023) (the largest IPO globally in 2023)
- Stellantis N.V. (Netherlands) on the listing of its shares on Euronext Paris, and supplemental listing on Borsa Italiana and NYSE, resulting from the merger between FCA and Peugeot (2021)
- The underwriters for Toast, Inc. (U.S.) on its $1.0 billion SEC-registered IPO and NYSE listing (2021)
- The underwriters for Unity Software Inc. (U.S.) on its $1.495 billion SEC-registered IPO and NYSE listing (2020)
- XPeng Inc. (China) on its $1.8 billion Reg S Hong Kong IPO, U.S. offering and HKSE listing (2021)
- The underwriters for ZIM Integrated Shipping Services Ltd. (Israel) on its $217.5 million SEC-registered IPO and NYSE listing (2021)
Other Equity
- Ally Financial Inc. (U.S.) on its $2.35 billion aggregate total of two SEC-registered offerings of shares of preferred stock (2021)
- Bayer AG (Germany) on its $1.6 billion SEC-registered secondary sale of shares of Elanco Animal Health (U.S.) (2020)
- BPER Banca S.p.A. (Italy) on its €800 million Rule 144A/Reg S rights offering of ordinary shares (2020)
- Delivery Hero SE (Germany) on its:
- €1.25 billion private placement of shares by way of accelerated bookbuild (2021)
- €571 million private placement of new shares (2020)
- DraftKings Inc. (U.S.) on its $3.75 billion aggregate total of two SEC-registered offerings of common stock (2020)
- The underwriters for Equitable Holdings, Inc. (U.S.) on its:
- $300 million SEC-registered offering of depositary shares (2021)
- $500 million SEC-registered offering of depositary shares (2020)
- Fiserv, Inc. (U.S.) on its:
- $2.7 billion SEC-registered secondary offering of common stock and $589 million repurchase of common stock (2021)
- $2.7 billion aggregate total of two SEC-registered secondary offerings of common stock (2020)
- Intercontinental Exchange Inc. (ICE) (U.S.) on its $1.82 billion aggregate total of two SEC-registered secondary offerings of common stock in connection with ICE’s acquisition of Ellie Mae, Inc. (2020)
- International Airlines Group (IAG) (U.K.) on its €2.74 billion Reg S offering of common shares (2020) (the largest equity offering by a U.K. issuer of the year)
- Japan Post Holdings Co., Ltd. (Japan) and the selling shareholder on its ¥843.1 billion ($7.4 billion) Rule 144A/Reg S global offering of common stock (the largest follow-on equity offering in Japan of the year) (2021)
- The underwriters for Quantumscape Corporation (U.S.) on its $478.4 million SEC-registered follow-on offering of common shares (2021)
- SoftBank Group Corp. (Japan) on its:
- Series of transactions totaling $20 billion to monetize a majority of its holdings in T-Mobile US and further series of transactions to further monetize its stake in T-Mobile US (2020-2021)
- share swap with Deutsche Telekom (2021)
- ¥1.2 trillion Reg S offering of common stock by SoftBank Corp. (2020)
- SVB Financial Group (SVB) (U.S.) on its:
- $1.25 billion SEC-registered offering of common stock (2021)
- $1.0 billion SEC-registered offering of depositary shares (2021)
- $1.15 billion SEC-registered offering of shares (2021)
- $750 million SEC-registered offering of depositary shares (2021)
- The initial purchasers for Vistra Corp. (U.S.) on its $1.0 billion Rule 144A/Reg S offering of shares of green perpetual preferred stock (2021) (its inaugural green offering)
Debt
- The underwriters for Alibaba Group Holding Ltd (China) on its $5.0 billion SEC-registered offering of senior notes, including Alibaba's $1.0 billion inaugural sustainability bond (2021)
- AMC Networks Inc. (U.S.) on its $1.0 billion SEC-registered offering of high-yield notes (2021)
- Anheuser-Busch InBev S.A./N.V. (Belgium) on its $6.0 billion SEC-registered offering of notes (2020)
- Asian Infrastructure Investment Bank (AIIB) (China) on its $11.5 billion aggregate total of four SEC-registered offerings of sustainable bonds (2020-2021)
- The underwriters for AT&T Inc. (U.S.) on its:
- $30 billion Rule 144A/Reg S offering of senior unsecured notes by Magallanes, Inc., a wholly-owned subsidiary of AT&T, issued in connection with the merger of AT&T’s WarnerMedia business and Discovery, Inc. (U.S.) (2022)
- $36.83 billion aggregate total of five SEC-registered offerings of notes (2020-2021)
- $31.18 billion aggregate total of Section 4(a)(2) and Rule 144A private placements of notes, issued in connection with a series of exchange offers (2020)
- Baxter International Inc. (U.S.) on its
- $7.8 billion Rule 144A/Reg S offering of senior unsecured notes, issued in connection with its acquisition of Hill-Rom Holdings, Inc. (U.S.) (2021)
- $1.9 billion aggregate total of two Rule 144A/Reg S offerings of senior notes (2020)
- BP plc (U.K.) on its:
- $15.25 billion aggregate total of eight SEC-registered offerings of notes (2020-2022)
- $12.0 billion aggregate of a novel multi-currency, multi-tranche hybrid perpetual bond offering (2020) (its first hybrid securities offering and the first corporate perpetual hybrid bond offering in the U.S.)
- Canadian Pacific Railway Company (CP) (n/k/a Canadian Pacific Kansas City Limited) on its $6.7 billion offering of senior notes, issued in connection with CP’s acquisition of Kansas City Southern (KCS) (U.S.) (2021)
- The underwriters for Daimler Truck Group (Germany) on its:
- $1.8 billion Rule 144A/Reg S offering of SOFR-linked and fixed-rate notes by Daimler Truck Finance North America LLC (U.S.) (2022)
- $6.0 billion Rule 144A/Reg S offering of SOFR-linked and fixed-rate notes by Daimler Trucks Finance North America LLC (U.S.) (2021)
- C$2.0 billion offering of bonds by Daimler Trucks Finance Canada Inc. (Canada) (Daimler Truck Group’s inaugural offering of bonds following its spin-off from Daimler AG) (2021)
- Enbridge Inc. (Canada) on its $6.75 billion aggregate total of seven SEC-registered offerings of senior notes (2020-2022)
- DISH DBS Corporation (U.S.) on its:
- $3.75 billion aggregate total of two Rule 144A/Reg S offerings of senior secured notes (2021)
- $1.5 billion Rule 144A/Reg S offering of senior notes and exchange by way of Exxon Capital exchange offer (2021)
- Energizer Holdings, Inc. (U.S.) on its:
- $300 million Rule 144A/Reg S offering of guaranteed senior notes (2022)
- €650 million Rule 144A/Reg S offering of guaranteed senior notes by Energizer Gamma Acquisition B.V. (Netherlands) (2021)
- Fortescue Metals Group Ltd (Australia) on its $3.0 billion aggregate total of two Rule 144A/Reg S offerings of senior unsecured notes, (2020-2022)
- The underwriters for The Goldman Sachs Group, Inc. (U.S.) on its:
- $12.0 billion SEC-registered offering of notes (the third-largest bond offering ever by a U.S. bank) (2022)
- $67 billion aggregate total of fifteen SEC-registered offerings of notes (including its inaugural Sustainability Bond offering) (2021)
- C$4.0 billion aggregate total of five SEC-registered offerings of Maple bonds (2021)
- Intercontinental Exchange, Inc. (ICE) (U.S.) on its:
- $6.5 billion SEC-registered offering of notes in connection with ICE’s acquisition of Ellie Mae (2020)
- $2.5 billion SEC-registered offering of notes (2020)
- The initial purchasers for Jaguar Land Rover Automotive plc (U.K.) on its:
- €500 million and $500 million Rule 144A/Reg S offering of high-yield notes (2021)
- $1.35 billion aggregate total of two Rule 144A/Reg S offerings of high-yield notes (2020)
- Nomura Holdings, Inc. (Japan) on its $11.25 billion aggregate total of four SEC-registered offerings of senior TLAC notes (2020-2022)
- The underwriters for Raytheon Technologies Corporation (U.S.) on its:
- $6.2 billion aggregate total of three SEC-registered offerings of fixed-rate notes (2020-2021)
- $1.5 billion cash tender offer of notes, 2021
- $9.2 billion private exchange offer of notes of its subsidiaries Goodrich Corporation, Raytheon Company and Rockwell Collins, Inc. (2020)
- Spirit AeroSystems Inc. (U.S.) on its $1.7 billion aggregate total of two Rule 144A/Reg S offerings of high-yield notes (2020)
- Standard Industries Inc. (U.S.) on its $3.05 billion aggregate total of four Rule 144A/Reg S offerings of senior notes (2020-2021)
- Stellantis N.V. (Netherlands) on its €2.5 billion Reg S offering of EMTNs (2021) and $2.0 billion Rule 144A/Reg S offering of guaranteed senior notes (its first bond offering in the United States following the merger of FCA and Peugeot) (2021)
- Takeda Pharmaceutical Company Limited (Japan) on its $7.0 billion and €3.6 billion SEC-registered offerings of notes (2020) (its inaugural SEC-registered offering of securities)
- The initial purchasers for United Technologies Corporation (UTC) (U.S.) on its $14.5 billion Rule 144A/Reg S offering of bonds in connection with the announced spin-offs of UTC subsidiaries Otis Worldwide Corporation and Carrier Global Corporation (2020)
- The initial purchasers for Upjohn Inc. (n/k/a Viatris Inc.) (U.S.) on its $7.45 billion Rule 144A/Reg S offering and €3.6 billion Reg S offering of notes in connection with the combination of the Upjohn generic medicines business and Mylan N.V. (2020)