Serving clients throughout the United States, Europe, Asia, and the Middle East
offices
Almaty Beijing Boston Brussels Chicago Dallas Dubai* Frankfurt Harrisburg Houston Irvine London Los Angeles Miami Moscow New York Palo Alto Paris Philadelphia Pittsburgh Princeton San Francisco Tokyo Washington, DC Wilmington*In association with Mohammed Buhashem Advocates & Legal Consultants
leaders
about Morgan Lewis
Morgan Lewis provides comprehensive transactional,
litigation, labour and employment, regulatory, and
intellectual property legal services to clients of all
sizes — from global Fortune 100 companies to
just-conceived start-ups — across all major industries.
Our regulatory and industry-focused practices help
clients craft and execute strategies to successfully
address legal, governmental, and policy challenges
in today’s rapidly changing economic and regulatory
environment.
Founded in 1873, Morgan Lewis offers more than
1,600 legal professionals—including lawyers, patent
agents, benefits advisers, regulatory scientists, and
other specialists—in 25 offices across the United
States, Europe, Asia, and the Middle East.
our culture
Our primary focus is on developing long-term
relationships with our clients. We invest time and
resources into learning more about our clients’
cultures, objectives, and priorities, and we work with
them to develop strategies to maximise the value
they receive from us as their outside counsel.
knowledge and skills
We offer comprehensive skills and up-to-date legal
knowledge across a wide range of commercial legal
services. Our lawyers are recognised as outstanding
practitioners and thought leaders in their fields.
practices• Antitrust
• Capital Markets
• Corporate
• Finance and Restructuring
• Employee Benefits and Executive Compensation • Energy • Environmental • FDA • Healthcare • Intellectual Property • Investment Management
• Labour and Employment
• Litigation • Maritime • Real Estate • Tax
Securities Group
of the Year
2012
Our International Capital Markets Practice
has worked extensively to help clients
navigate global capital markets.
We represent all types of market participants in equity and debt offerings that are designed to conform to international market standards, while also accommodating local law and regulatory requirements.
Our work includes advising multinational corporations, sovereign issuers, and others on debt offerings, initial public offerings (IPOs), and follow-on offerings on stock exchanges around the world. We have counselled clients on matters involving the London Stock Exchange, the New York Stock Exchange, NASDAQ, the MICEX SE, NYSE Euronext, NASDAQ Dubai, the Frankfurt Stock Exchange, the Warsaw Stock Exchange, the Irish Stock Exchange, the Tokyo Stock Exchange, the Luxembourg Stock Exchange, and the SIX Swiss Exchange, among others.
We have a particular strength in offerings that have a US element, including Rule 144A offerings. Morgan Lewis has more than 20 lawyers who joined us after distinguished careers at the US Securities and Exchange Commission (SEC), many from senior positions. Our intimate knowledge of the US securities regulatory regime benefits our clients as we help them achieve their business objectives in a timely and cost-effective manner.
Our firm has completed more than 300 debt and equity offerings in the last five years, and we are frequently ranked among the top law firms in various capital markets league tables.
We advise clients on the full range of equity and debt securities transactions, including:
IPOs Eurobonds
Medium-term note (MTN) programmes High-yield debt
Convertible and exchangeable bonds Global Depositary Receipts (GDRs) and American Depositary Receipts (ADRs)
Sukuk (Islamic bonds)
Rule 144A and Regulation S offerings US SEC–registered offerings
Private placements
Secondary and follow-on offerings Liability management
Private equity finance Regulatory
Broker-dealer
• Bank of America Merrill Lynch and SMBC Nikko
in a JPY35.8 billion (approximately USD360 million) global offering of investment units of Kenedix Residential Investment Corporation, a Tokyo Stock Exchange–listed Japan real estate investment trust (J-REIT).
• Goldman Sachs, Citigroup, J.P. Morgan, and UBS
in a USD329 million IPO of common shares of GasLog Ltd., an international liquefied natural gas shipping company, with a listing on the New York Stock Exchange.
• Morgan Stanley and Bank of America Merrill
Lynch in a USD160 million IPO by Costamare Inc.,
an international owner of containerships, with a listing on the New York Stock Exchange.
• Cardtronics, Inc., one of the world's largest ATM operators, in a USD120 million IPO and listing on NASDAQ.
• PuriCore plc, a life sciences company, in an IPO and listing on the Main Market of the London Stock Exchange.
• Radiant Growth Investments Limited, a natural
resources investment company, in an IPO on AIM in London.
• J.P. Morgan Cazenove, UBS, and Merrill Lynch in
a GBP250 million equity offering by SEGRO plc, a UK real estate company, conducted in conjunction with the acquisition of Brixton plc by SEGRO.
• Triple Plate Junction plc, an AIM-listed gold mining company, in a two-stage placing of shares.
representative transactions
Equity*
*May include experience of Morgan Lewis lawyers prior to their joining the firm.
• DBV Technologies, a French biopharmaceutical
company, in a EUR40.5 million IPO on NYSE Euronext in Paris.
• Novorossiysk Commercial Sea Port in a USD955
million IPO of shares and GDRs, with a listing of the shares on the MICEX SE and a listing of the GDRs on the London Stock Exchange.
• Eastern Property Holdings in a USD150 million
offering of shares, with an admission of the shares to trading on the SIX Swiss Exchange.
• UniCredit and Morgan Stanley, as joint global
coordinators, in an IPO of shares and GDRs by Acron, a leading Russian and global mineral fertilizer producer, with a listing of the GDRs on the London Stock Exchange and a listing of the shares on the MICEX SE.
• Rambler Media Limited, a Russian Internet portal and media company, in a USD40 million IPO of shares on AIM.
• Renaissance Capital and KBC Peel Hunt, as joint
lead managers, in a USD135 million AIM IPO of shares of Volga Gas plc, a UK holding company focused on the exploration, development, and production of gas and condensate in the Volga Region of European Russia.
• Veropharm, a leading Russian pharmaceutical
producer, in a USD140 million IPO of shares, with a listing on the MICEX SE.
• Myronivsky Hliboproduct, a Ukrainian poultry
producer, in a USD322 million IPO of shares and GDRs, with a listing of the GDRs on the London Stock Exchange.
*May include experience of Morgan Lewis lawyers prior to their joining the firm.
• Pearson plc in an offering of USD500 million of 3.25% guaranteed notes due 2023.
• Telecom Italia in a USD2 billion offering of 6.999% senior secured notes due 2018 and 7.721% senior notes due 2038.
• ISM Capital and GMP Securities, as co-lead arrangers, in a USD90 million offering of secured convertible bonds by Great Western Minerals Group, a rare-earth mining company with assets in South Africa.
•Credit Bank of Moscow in a USD500 million offering of 8.70% loan participation notes due 2018 issued by CBOM Finance plc for the purposes of financing a subordinated loan to Credit Bank of Moscow.
• Vnesheconombank (VEB), the Russian state
development bank, in a EUR1.5 billion Eurobond offering (in two tranches).
• VTB Bank, a Russian bank, in drawdowns of
CZK600 million and USD32.5 million under its USD30 billion MTN programme.
• TNK-BP, an Anglo-Russian oil and gas company,
on an update of its USD8 billion guaranteed debt issuance programme and drawdowns thereunder in an aggregate amount of USD1 billion.
• FWU Group in the establishment of a USD100 million
Islamic bond programme by Salam III Limited and a drawdown thereunder.
• Al Madina Financial & Investment Services Co. SAOC in a USD130 million private placement of Islamic bonds to enter into a sale-leaseback transaction with respect to a prime real estate asset in Oman.
Debt*
representative transactions
• Kaspi Bank, a Kazakhstan bank, in a USD200
million offering of 9.875% notes due 2016.
• KazMunaiGas, a Kazakhstan oil and gas company,
in several updates of its USD7.5 billion global MTN programme and several drawdowns thereunder.
• ISM Capital and Mackie Research Capital, as managers, in a USD150 million offering of senior unsecured convertible bonds by Just Energy Group, a Canada-based competitive retailer of natural gas and electricity.
• Ocean Rig UDW, an international offshore drilling contractor, in a USD800 million offering of 6.50% senior secured notes due 2017.
• Claire’s Stores, Inc., an international fashion retailer, in a USD500 million offering of 9% senior secured first lien notes due 2019.
• Ukraine, acting through the Cabinet of Ministers of Ukraine, in a USD1.5 billion Eurobond offering.
• Dresdner Kleinwort, as lead manager, in a USD100 million offering of loan participation notes to
fund a loan to Kyivstar GSM, a Ukrainian mobile phone operator. This transaction was the first-ever international securities offering by a Ukrainian company.
• Republic of Belarus in a USD1 billion Eurobond
offering (in two tranches). This was the first-ever international securities offering from Belarus.
• Republic of Lithuania in a USD1.5 billion Eurobond offering.
*May include experience of Morgan Lewis lawyers prior to their joining the firm.
• Kazatomprom, the state-owned nuclear company
of Kazakhstan, in a consent solicitation in respect of its USD500 million Eurobonds due 2015.
• J.P. Morgan and UBS, as dealer managers, in a GBP325 million cash tender offer by SEGRO plc, a UK real estate company, for three series of bonds issued by Brixton plc.
• Kazanorgsintez, a Russian chemicals company, in a
self-tender offer and consent solicitation in respect of its USD200 million loan participation notes due 2009.
•Spartan Capital Holdings in a PLN1 billion tender offer for the guaranteed fronting rate notes of Polkomtel, a Polish mobile telecommunications operator.
• VTB Bank, a Russian bank, in a USD291 million
cash tender offer in respect of three series of its outstanding Eurobonds.
• Sukuk holders in the restructuring of the
obligations of a Kuwaiti real estate company arising under its USD200 million Islamic bonds.
• Sukuk holders in the restructuring of the obligations of a United Arab Emirates–based family office arising under its USD100 million Islamic bonds.
• Norske Skogindustrier, a Norwegian paper
producer, in a USD150 million multijurisdictional self-tender offer for debt securities, including an offer to US holders.
• Development Bank of Kazakhstan, a Kazakhstan
state-owned development bank, in a consent solicitation in respect of three series of its outstanding Eurobonds.
• KazakhGold, a Kazakhstan gold mining company,
in a consent solicitation in respect of its USD200 million senior notes due 2013.
• Citigroup and Dresdner Bank, as joint dealer managers, in a USD160 million exchange offer of new loan participation notes of Kyivstar GSM, a Ukrainian mobile phone operator, for existing notes.
Liability Management*
resourceful
This communication is provided as a general informational service to clients and friends of Morgan, Lewis & Bockius. It should not be construed as, and does not constitute, legal advice on any specific matter, nor does this message create an attorney-client relationship. Attorney Advertising. The photos in this material are dramatizations. Please note that the prior results discussed in the material do not guarantee similar outcomes. © 2014 Morgan, Lewis & Bockius
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