Debt Capital Markets

The landscape for debt capital markets is forever shifting with opportunity and risk at every turn. Our experienced and accomplished Debt Capital Markets team advises issuers and investment banks, as well as sponsors and investors, in connection with convertible, high yield and investment grade debt securities offerings in a broad array of industries. The ongoing convergence of capital and innovation requires advisors who are equally fluent in both worlds. Goodwin’s unique combination of deep experience in a rapidly-changing, technology-driven economy sets us apart. Our approach combines deep technical skills across a broad range of debt securities, domain expertise in sectors of the economy with a wide spectrum of characteristics for issuers and experience seasoned across economic cycles. These characteristics equip our teams to handle the full range of financing, refinancing, and alternative investment structures to help our clients manage their balance sheet, access debt capital to finance growth, fund M&A transactions, increase owner liquidity, manage maturities and achieve long term objectives.

Our team of debt capital markets lawyers are notably:

Market Leaders by Breadth

We have tremendous experience across the full range of debt capital markets transactions, including secured and unsecured high yield, investment grade, convertible and mezzanine notes registered and unregistered “144A,” “Reg S,” “Reg D” and “4(a)(2)” offerings. Our debt capital markets attorneys are equally comfortable advising issuers, from large caps listed on the NYSE to small caps listed on the NASDAQ Capital Market and OTC-traded microcaps to non-Exchange Act registered issuers, and underwriters, from the largest bulge-bracket banks to investment banking boutiques.

In the convertible note space, our debt capital markets attorneys often collaborate with our derivatives colleagues to structure complex derivative instruments, including call spreads, capped calls and prepaid forwards, that are often entered into in connection with convertible note offerings. Our convertible note and derivatives-focused attorneys have the securities law expertise, stock exchange knowledge, tax and derivatives experience and accounting knowledge to guide our clients safely through the various pitfalls related to convertible debt and related derivative transactions.

Our investment grade and high yield-focused attorneys have real-time market knowledge that ensures our clients receive the most accurate information. Our DCM attorneys regularly work on complex structuring, including cross-border “bank-bond” financings, covenant analysis and disclosure issues. In addition, we have significant experience and premier capabilities in liability management transactions, representing issuers and dealer managers in tender offers, exchange offers and consent solicitations. Goodwin was one of just 18 law firms that negotiated the market-practice transforming abbreviated tender and exchange offer no action letter in 2015. Goodwin was also one of the 28 law firms that drafted and signed the 2016 White Paper that established opinion practice in connection with indenture amendments in light of the Marblegate and Caesars second circuit decisions. 

Market Leaders by Geography

Our debt capital markets practice is genuinely global in scope, with key debt capital markets attorneys strategically located to cover debt capital markets transactions throughout the United States, Europe and Hong Kong. This strategic placement of key debt capital markets attorneys gives us the ability to most effectively service clients in the geographies that are most frequently accessing the capital markets.

Representative Experience

• Represented Boyne Resorts in connection with its $400 million private offering of second lien senior secured notes relating to Boyne’s acquisition of six mountain resorts.
• Represented GTT Communications in its definitive purchase agreement to acquire Interoute for approximately €1.9 billion in cash. GTT received commitments for debt financing from a group of financial institutions of $3.07 billion and commitments for equity financing of $250 million from The Spruce House Partnership and Acacia Partners.
• Represented Okta, Inc. in connection with a 144A offering of $345 million aggregate principal amount of convertible senior notes
• Represented Medical Properties Trust (MPT) in connection with a proposed registered €500 Eurobond offering in Europe.
• Represented Atlassian Corporation in connection with a 144A offering of $1 billion of cash exchangeable senior notes.
• Represented Zendesk, Inc. in connection with a 144A offering of $575 million aggregate principal amount of convertible senior notes.
• Represented a leading private equity institution in connection with convertible note investments in Uber Technologies, Inc. and Qunar Caymen Islands Limited.

Recognition

• Recognized by The Legal 500 and Chambers. A client describes the team as “thoughtful and efficient,” while another adds, “they are responsive and move quickly when circumstances require.”
• Ranked 5^th in underwriter representations in the U.S. convertibles market in 2017 by number of transactions.
• Ranked 6^th in issuer representations in the U.S. convertibles market in 2017 by number of transactions.
• One of three firms ranked in the top six of both lists in 2017.