1 global presence resourceful international capital markets Serving clients throughout the United States, Europe, Asia, and the Middle East
2 l 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
3 eaders 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 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 justconceived 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. Securities Group of the Year 2012 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.
4 international capital markets 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
5 representative transactions Equity* 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. 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.
6 representative transactions Debt* Pearson plc in an offering of USD500 million of 3.25% guaranteed notes due Telecom Italia in a USD2 billion offering of 6.999% senior secured notes due 2018 and 7.721% senior notes due 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. Kaspi Bank, a Kazakhstan bank, in a USD200 million offering of 9.875% notes due 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 Claire s Stores, Inc., an international fashion retailer, in a USD500 million offering of 9% senior secured first lien notes due 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 firstever 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.
7 Liability Management* Kazatomprom, the state-owned nuclear company of Kazakhstan, in a consent solicitation in respect of its USD500 million Eurobonds due 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 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 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. *May include experience of Morgan Lewis lawyers prior to their joining the firm.
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