Capital Markets

Our attorneys have extensive experience counseling U.S. and multinational public companies across a range of industries in all aspects of corporate governance, securities, and compliance matters. We regularly advise public companies, boards of directors and committees thereof, and senior executives on the corporate governance and compliance matters that confront public companies and their leadership—from board structuring and succession planning to shareholder activism and SEC regulation. Drawing on our experience as seasoned counselors, we keep clients abreast of evolving trends and best practices to proactively manage any governance or compliance issues. We have developed one of the most experienced teams of any law firm in the country counseling public companies.

Investment-Grade Debt Offerings

We have an active practice representing issuers and underwriters (including being designated underwriters’ counsel for regular debt issuers) in investment-grade debt offerings. We have experience with a wide range of complex debt products in offerings exceeding US$1B, as well as in baby bond offerings.

High-Yield Debt Offerings

We regularly advise issuers and underwriters in offerings of high-yield debt, both SEC-registered and under Rule 144A/Regulation S. Our experience includes complex global offerings by both domestic and foreign issuers.

Convertible Debt and Other Hybrid Securities Offerings

We regularly advise issuers and underwriters in offerings of convertible debt and other hybrid securities. We also advise on related transactions, such as call spread and capped call overlays.

We represent domestic and foreign issuers, underwriters, and selling shareholders in a broad range of equity offerings, including:

• Initial public offerings
• Follow-on offerings
• Registered direct and confidentially marketed public offerings
• American depository receipt offerings
• Rule 144A components of global offerings
• Private investment in public equity (PIPEs)

Our clients operate in all types of industries, including real estate, technology, industrials, media, manufacturing, pharmaceuticals, financial services, energy, and food & beverage, among others.

Our capital markets attorneys represent U.S. and international issuers, institutional investors, underwriters, and placement agents in public and private offerings of equity and debt, including IPOs, investment-grade and high-yield debt offerings, Reg S and Rule 144A offerings, and offerings involving senior and subordinated debt and equity hybrids.

Winston views IPOs as a process, rather than an event, and we  partner with you and your advisors working in a collaborative way toward a common goal. Our team takes an integrated approach, drawing upon the firm’s experience in capital market transactions, corporate governance, executive compensation, and tax planning. Our principal focus is to protect your company’s officers and directors by devoting appropriate diligence and attention to required disclosure documents.

Our multidisciplinary team of liability management attorneys focuses on delivering unparalleled, full-suite, and cost-effective client service. We provide market-leading, bespoke liability management solutions to Fortune 500 public companies and private companies, including private equity-backed portfolio companies, across many industries. We have strong relationships with industry-leading advisors in the liability management space, and we routinely advise and analyze special situations for leading investment banks, investors, and hedge funds.

We help our clients structure and execute:

• Up-tier bond exchanges
• Equity rights offerings (outside of Chapter 11)
• Distressed debt trading and asset acquisitions
• Rule 13e-3 take-private transactions
• Secured, leveraged, asset-based, and reserve-based financing
• Risk mitigation strategies

We have a deep bench of attorneys who focus on liability management across our transactional and litigation practice areas, including finance, securities litigation, corporate governance, capital markets, and restructuring, as well as comprehensive crisis management.

Our team is experienced in planning and implementing a variety of organizational and real estate ownership structures used for REIT formations and transactions, and is knowledgeable with regard to the complex requirements of asset ownership and character of income that must be met in order to qualify for pass-through tax treatment under the Internal Revenue Code. We are experienced in IPOs, private placement of debt, securitization of debt, public/private preferred and common equity offerings, PIPE transactions, recapitalizations, trust preferred securities, asset purchase and dispositions, §1031 exchanges, and M&A. We also have deep experience in capital raising (via public and private securities offerings), securitization, and structured finance transactions.

In addition, Winston’s REIT practice has extensive experience in planning and implementing a variety of organizational and operating structures used for real estate operating company formations and transactions, including providing advice to public and private REITs at every stage of their existence.

Our team regularly represents SPAC sponsors and underwriters in structuring SPACs and completing their IPOs; SPACs and target companies in SPAC business combination transactions; and investors considering investments in SPACs.

Our attorneys have a deep understanding of not only the legal issues impacting SPACs, but also the business, marketing, and industry issues that affect the success of SPACs. Winston has a robust bench of attorneys who practice primarily in the SPAC area, which enables us to provide clients with the dedicated experience and resources necessary to complete SPAC transactions on a short timeline. We believe the depth of our SPAC practice distinguishes us from many other law firms and positions us to provide our clients with a level of service and responsiveness that is difficult for others to replicate—particularly in a very active M&A environment in which many law firms are challenged to provide the necessary resources.

We have significant experience with spin-offs, carve-outs, split-offs, Reverse Morris Trust transactions, and other complex restructurings. Our experience covers the range of issues that arise in these transactions, including securities, tax, and transactional advice.