Our lawyers have broad experience in capital markets having advised on multiple transactions across a wide spectrum of deal structures. We have helped our corporate clients raise over $135 billion in public and private offerings of equity and debt over the past three years. We ranked eighth in International High Yield Offerings in 2006 and second in U.S. Convertible Offerings in 2005. We also ranked fifth in U.S. High-Yield Corporate Debt transactions for 2005, according to Thomson Financial.
Our particular strengths, and our competitive advantages
Our exceptionally strong securities regulatory team includes the past Director of the Division of Corporation Finance of the SEC and the former Chairman of the American Bar Association's Committee on Federal Regulation of Securities, which gives us current, highly analytical insight into regulatory developments and unmatched access to key decision-makers at the SEC and the NYSE when difficult issues have to be discussed and negotiated under pressure.
We regularly act as counsel to issuers, underwriters, initial purchasers and placement agents, which gives us insight into the concerns of both sides of a transaction.
We offer clients a fully integrated international team of lawyers for cross-border capital markets transactions, combining local law capacity with U.K. and U.S. lawyers experienced in cross-border capital markets transactions that include a Rule 144A offering. Our lawyers have a wealth of experience in working with companies listed on the Official List of the London Stock Exchange, AIM and on other non-U.S. exchanges.
Our uniquely well-balanced practice
With an extensive representation of issuers and underwriters, combined with our exceptional regulatory strength, we have the breadth and insight that few firms can match. We are continually active in a broad range of securities offerings.
On the issuer side, we represent scores of companies including The Advisory Board Company, Atmos Energy, Centennial Communications, Coeur d'Alene Mines Corporation, Computer Sciences Corporation, Del Monte Foods, D.R. Horton, La Jolla Pharmaceutical Company, Pitney Bowes, Salem Communications, Standard Pacific, Tyco, and The Williams Companies. Our experience representing issuers is of great benefit to our underwriter clients, for it enables us to anticipate issuer needs and often to help our investment banking contacts to gain access to the right issuers at the right time with the right products.
On the underwriters side, we represent many of the top tier of international investment banking firms, including Merrill Lynch, Morgan Stanley, Bear Stearns, J.P. Morgan Chase, ABN Amro, Deutsche Bank, BNP Paribas, Banc of America, Citigroup, Wachovia Securities, Lehman Brothers, Goldman Sachs, UBS, CIBC World Markets, and Credit Suisse.
Equity Offerings
We consistently rank among the industry leaders in representing issuers in initial public offerings. We have represented issuers in IPOs ranging in size and complexity from a $50 million offering by Somero Enterprises to a $203 million offering by Herbalife Ltd. to the $5 billion offering by United Parcel Service.
Whether you need assistance in preparing for an IPO or are already a public company, we stand ready to serve you and your stockholders' needs with a group of skilled professionals well-versed in the requirements of federal and state securities laws and the process of entering the public and private markets.
Where appropriate, we form teams of lawyers with relevant skills to restructure the corporate entity, minimize the tax impact to current shareholders, document appropriate employee stock and bonus plans, structure estate plans for founders, navigate the regulatory waters, and position the issuer for its future as a public company. Our teams include corporate lawyers, securities law experts, tax lawyers, benefits lawyers and M&A lawyers with the expertise to position an issuer for future independence.
We have extensive experience in follow-on offerings, spin-offs and restructurings, preferred stock offerings, and rights offerings. We regularly advise clients, both U.S. and foreign, on underwritten deals, whether conducted on an SEC registered or private placement basis.
Debt Offerings
Our corporate finance team works regularly with issuers and underwriters of senior and subordinated investment-grade, convertible, and high-yield debt sold in registered offerings or in Rule 144A/Regulation S transactions.
We regularly assist our clients in the creation of universal shelf registration statements to facilitate quick debt takedowns. We act as counsel to the agents in medium-term note programs offered on both institutional and retail bases.
Securities Regulatory Practice
Gibson Dunn lawyers counsel a variety of companies concerning disclosure, accounting, and regulatory issues before the Securities and Exchange Commission. We have extensive experience with the process of disclosure and prospectus preparation and for offerings by companies that list on any EU regulated market. Our lawyers interact on a regular basis with officials in the SEC Division of Corporation Finance and the Chief Accountant's Office and similar officials in the E.U. to resolve disclosure and accounting issues. Gibson Dunn lawyers also deal with the Division of Enforcement in connection with investigations and enforcement proceedings involving accounting, disclosure, and other issues. In addition, the Firm's securities lawyers advise clients with respect to regulatory and disclosure issues related to the listing standards on the principal stock exchanges around the globe.
Because disclosure and accounting issues often arise in hindsight, our lawyers work closely with many clients in connection with the preparation of their SEC filings, including assisting with the development and evaluation of disclosure controls and procedures, as well as internal controls. They also provide ongoing advice concerning informal financial communications, insider trading policies, public and private securities offerings, relationships with independent auditors, and Sarbanes-Oxley compliance.