Capital Markets

We have extensive experience advising issuers, underwriters, selling shareholders and others on all capital markets transactions and products, including:

IPOs and Other Equity

S&C is a leading Firm for IPOs, having worked on more than 750 IPOs globally, including six of the 10 largest of all time. We advise on all types of equity transactions, from follow-on and secondary offerings to equity-linked securities and equity derivatives.

Debt

S&C is the #1 ranked law firm representing issuers in global bonds from 2014-2024, with more than $978 billion in transaction value (Bloomberg). We advise on investment grade, high-yield, medium-term notes, sovereign debt and sustainability, and green bond offerings.

Corporate Governance and Disclosure

We regularly counsel clients on evolving corporate governance and disclosure matters and the impact cybersecurity, artificial intelligence, ESG and other current governance considerations may have on their businesses and stakeholder relationships. Our experience includes evolution in rules and enforcement activity relating to governance, cybersecurity, artificial intelligence, climate and human capital; preparing for and responding to shareholder proposals; and the development of new disclosure.

PIPEs

S&C advises investors, issuers and placement agents on the entire range of financial products, including common stock, convertible preferred stock, convertible debt and warrants.

Read more about our leading Corporate Governance, Cybersecurity and ESG practices.

IPOs and Listings

• The underwriters and certain selling shareholders for Alibaba Group Holding (China) on its $25 billion IPO and NYSE listing (2014) (the second-largest IPO in the world)
• The AZEK Company Inc. (U.S.) on its $879.5 million SEC-registered IPO and NYSE listing (2020)
• Chain Bridge Bancorp, Inc. (Chain Bridge) (U.S.) on its $43.84 million SEC-registered IPO and NYSE listing (2024)
• China Mobile Limited (China) on its RMB 51.98 billion ($8.2 billion) IPO and listing on the Main Board of the Shanghai Stock Exchange (2022) (the third-largest IPO globally in 2022)
• CRH plc (Ireland) in the relocation of its primary listing to the New York Stock Exchange (2023)
• Delivery Hero SE (Germany) as selling shareholder on Talabat Holding plc’s (UAE) AED 7.5 billion ($2 billion) Rule 144A/Reg S IPO and Dubai Financial Market listing (2024) (the largest global technology IPO and largest Gulf region IPO of 2024)
• The joint sponsors and underwriters for Fangzhou Inc. (China) on its $25 million Rule 144A/Reg S IPO and HKSE listing (2024)
• Haleon Group (U.K.) on its demerger from the GSK Group (U.K.) and listing on the London Stock Exchange and NYSE (2022) (the largest European listing in more than a decade)
• Integral Corporation (Japan) on its ¥20.7 billion ($140.1 million) Rule 144A/Reg S IPO and TSE listing (2023)
• The underwriters and sponsor for Jiangxi Rimag Group Co., Ltd. (China) on its $34.2 million IPO and HKSE listing (2024)
• The underwriters for LianLian DigiTech Co., Ltd. (LianLian) (China) on its HKD 657.15 million ($84 million) Rule 144A/Reg S IPO and HKSE listing (2024)
• The underwriters for Mobileye Global Inc. (Israel) on its $861 million SEC-registered IPO and Nasdaq Global Select Market listing (2023)
• Rakuten Bank, Ltd. (Rakuten Bank) (Japan) on its ¥89.5 billion ($666.7 million) Rule 144A/Reg S IPO and TSE Prime Market listing (2023) (the largest IPO in Japan in more than four years)
• The underwriters for Sichuan Kelun-Biotech Biopharmaceutical Co., Ltd. (Kelun-Biotech) (China) on its $174 million Rule 144A/Reg S IPO and HKSE listing (2023)
• SoftBank Corporation (Japan) on its ¥2.65 trillion Rule 144A/Reg S IPO and TSE listing (2018) (the third-largest IPO in the world)
• SoftBank Group Corp. (Japan) as selling shareholder on its subsidiary, Arm Holdings plc’s (U.K.) $5.23 billion SEC-registered IPO and Nasdaq Global Select Market listing (2023) (the largest IPO globally in 2023)
• Springer Nature (Germany) on its IPO, valuing the equity of the company at €4.5 billion, and Frankfurt listing (2024)
• Stellantis N.V. (Netherlands) on the listing of its shares on Euronext Paris, and supplemental listing on Borsa Italiana and NYSE, resulting from the merger between FCA and Peugeot (2021)
• The underwriters for Toast, Inc. (U.S.) on its $1.0 billion SEC-registered IPO and NYSE listing (2021)
• Toshiba Corporation (Japan) as selling shareholder on Kioxia Holdings Corporation’s ¥120.4 billion ($783 million) Rule 144A/Reg S IPO and TSE listing (2024)
• The underwriters for Unity Software Inc. (U.S.) on its $1.495 billion SEC-registered IPO and NYSE listing (2020)

Other Equity

• Anheuser-Busch InBev S.A./N.V. (Belgium) on its $200 million repurchase of its ordinary shares from Altria Group (U.S.) and concurrent global offering by Altria of $2.2 billion of AB InBev shares (2024)
• AST SpaceMobile (U.S.) in its strategic investments from AT&T, Google, Verizon and Vodafone and an underwritten offering of common stock (2024)
• The underwriters for Electricité de France (EDF) (France) on its €3.1 billion Reg S rights offering (2022)
• Enbridge Inc. (Canada) on its $3.39 billion equity offering concurrent with its $14 billion acquisition of three companies from Dominion Energy (U.S.) (2023) 
• Finance Agency of the Federal Republic of Germany on its €702 million secondary placement of Commerzbank (Germany) shares (2024)
• Haleon Group (U.K) on its $706 million repurchases of ordinary shares from Pfizer (U.S.) and concurrent $6.4 billion SEC-registered secondary global offerings by Pfizer of ordinary shares and American depositary shares of Haleon (2024)
• The underwriters for The Goldman Sachs Group, Inc. (U.S.) on $7.9 billion aggregate total of six SEC-registered offerings of preferred stock (2021-2024)
• Japan Post Bank Co., Ltd. (Japan Post Bank) (Japan) on its inaugural ¥1.2 trillion ($9.2 billion) Rule 144A/Reg S global offering of common stock (2023) (the largest follow-on offering by a Asia-Pacific issuer in 2023)
• KfW (Germany) on its €2.17 billion secondary placement of Deutsche Post (Germany) shares, its sale over the market of 22.4 million Deutsche Telekom (Germany) shares and its €2.43 billion secondary placement of Deutsche Telekom shares (2024)
• Leonardo DRS, Inc. (DRS) (U.S.) on its $367.43 million SEC-registered secondary offering of shares of common stock (2023)
• Pinnacle West Capital Corporation (Pinnacle West) (U.S.) on its $525 million Rule 144A offering of convertible senior notes (2024)
• SoftBank Group Corp. (Japan) on its:
• Series of transactions totaling $20 billion to monetize a majority of its holdings in T-Mobile US and further series of transactions to further monetize its stake in T-Mobile US (2020-2021)
• share swap with Deutsche Telekom (2021)
• ¥1.2 trillion Reg S offering of common stock by SoftBank Corp. (2020) 
• Goldman Sachs as placement agent for Stripe, Inc. (U.S./Ireland) on its $6.5 billion stock private placement (2023) (one of the largest private stock sales in U.S. history)
• Symbotic Inc. (U.S.) on its $197 million SEC-registered offering of common stock (2024)

Debt

• AMC Networks Inc. (U.S.) on its $2.0 billion aggregate total of three SEC-registered offerings of high-yield and convertible notes (2021-2024)
• Anheuser-Busch InBev S.A./N.V. (Belgium) on its $6.0 billion aggregate total of two SEC-registered offerings of notes (2020-2024)
• The underwriters for AT&T Inc. (U.S.) on its:
• $30 billion Rule 144A/Reg S offering of senior unsecured notes by Magallanes, Inc., a wholly-owned subsidiary of AT&T, issued in connection with the merger of AT&T’s WarnerMedia business and Discovery, Inc. (U.S.) (2022)
• $48.4 billion aggregate total of 11 SEC-registered offerings of notes (2020-2023)
• $32.38 billion aggregate total of three Section 4(a)(2) and Rule 144A private placements of notes (2020-2021)
• Bank of New York Mellon (U.S.) on $25.9 billion aggregate total of 16 SEC-registered and Section 3(a)(2) offerings of notes (2020-2024)
• Bell Canada (Canada) on $7.9 billion aggregate total of eight SEC-registered offerings of notes guaranteed by BCE Inc. (Canada) (2020-2024)
• BP plc (U.K.) on its:
• $29 billion aggregate total of 14 SEC-registered offerings of notes (2020-2024)
• $12 billion aggregate of a novel multi-currency, multi-tranche hybrid perpetual bond offering (2020) (its first hybrid securities offering and the first corporate perpetual hybrid bond offering in the U.S.) 
• Canadian Pacific Railway Company (CP) (n/k/a Canadian Pacific Kansas City Limited) on its $6.7 billion offering of senior notes, issued in connection with CP’s acquisition of Kansas City Southern (U.S.) (2021)
• The underwriters for Caterpillar Financial Services Corporation (U.S.) on $26.9 billion aggregate total of 21 SEC-registered offerings of medium-term notes (2021-2024)
• The underwriters for Daimler Truck Group (Germany) on its:
• $14.2 billion aggregate total of five Rule 144A/Reg S offerings of notes by Daimler Truck Finance North America LLC (U.S.) (2021-2024)
• $6.0 billion Rule 144A/Reg S offering of SOFR-linked and fixed-rate notes by Daimler Truck Group (Germany) (2021)
• C$2.0 billion offering of bonds by Daimler Trucks Finance Canada Inc. (Canada) (Daimler Truck Group’s inaugural offering of bonds following its spin-off from Daimler AG) (2021)
• Enbridge Inc. (Canada) on its $21 billion aggregate total of 13 SEC-registered offerings of notes (2020-2024)
• The underwriters for The Goldman Sachs Group, Inc. (U.S.) on its: 
• $12 billion SEC-registered offering of notes (the third-largest bond offering ever by a U.S. bank) (2022)
• $79.1 billion aggregate total of 24 SEC-registered offerings of notes (including its inaugural Sustainability Bond offering) (2020-2024)
• Intercontinental Exchange, Inc. (ICE) (U.S.) on its $17.8 billion aggregate total of four SEC-registered offerings of senior notes (2020-2024)
• Rakuten Group, Inc. (Rakuten) (Japan) on its $8.25 billion aggregate total of seven Rule 144A/Reg S offerings of notes (2021-2024)
• Royal Bank of Canada (RBC) (Canada) on $63.48 billion aggregate total of 28 SEC-registered and unregistered offerings of notes and covered bonds (2020-2025)
• Takeda Pharmaceutical Company Limited (Japan) on its $14 billion aggregate total of three SEC-registered offerings of notes (2020-2024) (including its inaugural SEC-registered offering of securities)
• Taiwan Semiconductor Manufacturing Company Limited (TSMC) (Taiwan) on its:
• $8.0 billion aggregate total of two SEC-registered offerings of notes by TSMC Arizona (U.S.) (2021-2022) (including TSMC’s first SEC-registered debt offering)
• $7.5 billion aggregate total of three Rule 144A/Reg S offerings of notes by TSMC Global (Taiwan) (2020-2022)
• TelevisaUnivision, Inc. (U.S./ Mexico) on $2.7 billion aggregate total of five Rule 144A/Reg S offerings of senior secured notes issued by Univision Communications Inc. (U.S.) (2023-2024)
• United Rentals, Inc. (U.S.) on $5.2 billion aggregate total of six offerings of high-yield notes (2020-2024)